U.S. 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 quarter ended November 30, 1996
  
                              OR
  
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
              Commission file number 33-23884-LA
  
  
  
                   THE WESTWIND GROUP, INC.
  (Name of Small Business Issuer as specified in its charter)

  Delaware                                        87-0415594               
  (State or other jurisdiction of             (I.R.S. employer
   incorporation or organization)            identification No.)
  
  
  
     1746 1/2 Westwood Blvd., Los Angeles, CA  90024         
        (Address of principal executive offices)
  
  
   Registrant's telephone no., including area code: (310) 470-6949 
                                
  
                              No Change                            
   Former name, former address, and former fiscal year, if changed
                      since last report.
                               
                               
  Securities registered pursuant to Section 12(b) of the Exchange Act: 
                             None
                               
  Securities registered pursuant to Section 12(g) of the Exchange Act: 
                              None
  
  
  Check whether the Issuer (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act 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  XX   No___.
  
  Common Stock outstanding at March 17, 1997 - 7,422,768 shares
  of $.004 par value Common Stock.
  
  
  
          DOCUMENTS INCORPORATED BY REFERENCE:  NONE
<PAGE>
                                
                                                                  
                         FORM 10-QSB
                                
       CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
                   THE WESTWIND GROUP, INC.
  
  
           For the quarter ended November 30, 1996.
  
    The following financial statements and schedules of the
      registrant and its consolidated subsidiaries are submitted
      herewith:
  
                PART I - FINANCIAL INFORMATION
                                                  Page of    
                                                  Form 10-QSB
  
  Item 1.. Financial Statements;
       Accountant's Disclaimer of Opinion. . . . . . . . . . . .    3
       Condensed Consolidated Balance Sheets--
         November 30, 1996 and August 31, 1996 . .. . . . . . . . .4-5        
       Condensed Consolidated Statements of Operations
         --for the three months and three months 
           ended November 30, 1996 and 1995. . . . . . . . . . . . .6        
       Condensed Consolidated Statements of Cash Flows--
         for the three months ended November 30, 1996
           and 1995       . . . . .  . . . . .    .   .           .7-8        
       Notes to Condensed Consolidated Financial Statements. . . . .9        
  Item 2.. Management's Discussion and Analysis of
        Financial Condition
          and Results of Operations . . . . . . . . . . . . . . . .13        
  
                 PART II - OTHER INFORMATION 
                                                                 Page       
  
  Item 1.. .  Legal Proceedings                                   15        
  
  Item 2.. .  Changes in the Rights of Security Holders           15        
  
  Item 3.. . .Defaults on Senior Securities                       15        
  
  Item 4.. . .Results of Votes on Securities Holders              15       
  
  Item 5.. . .Other Information15        
  
  Item 6(a).  Exhibits                                            15        
  
  Item 6(b).  Reports on Form 8-K                                 15 

                             
                              
                              
                              
<PAGE>                              
                              
                              
                              
                              
                              
                  THE WESTWIND GROUP, INC.
                              
              UNAUDITED CONDENSED CONSOLIDATED
                              
                    FINANCIAL STATEMENTS
                              
                      NOVEMBER 30, 1996
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
              PRITCHETT, SILER & HARDY, P.C.
                CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                  THE WESTWIND GROUP, INC.
                              
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
                              
                          CONTENTS

                                                          PAGE


        _  Accountant's Disclaimer of Opinion              1


        _  Unaudited Condensed Consolidated Balance
             Sheets, November 30, 1996 and August 31,
             1996                                        2 - 3


        _  Unaudited Condensed Consolidated Statements
             of Operations, for the three months ended
             November 30, 1996 and 1995                    4


        _  Unaudited Condensed Consolidated Statements
             of Cash Flows for the three months ended
             November 30, 1996 and 1995                  5 - 6


        _  Notes to Unaudited Condensed Consolidated
             Financial Statements                        7 - 9


<PAGE>


                PRITCHETT, SILER & HARDY, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS
                   A PROFESSIONAL CORPORATION
                       430 EAST 400 SOUTH
                   SALT LAKE CITY, UTAH  84111
                         _______________
                         (801) 328-2727





               ACCOUNTANT'S DISCLAIMER OF OPINION




Board of Directors
THE WESTWIND GROUP, INC.
Los Angeles, California


The  accompanying  condensed consolidated balance  sheet  of  The
Westwind  Group,  Inc. as of November 30, 1996  and  the  related
statements  of  operations and cash flows for  the  three  months
ended  November  30, 1996 and 1995 were not audited  by  us  and,
accordingly, we do not express an opinion on them.




/s/ Pritchett, Siler & Hardy, P.C.

March 12, 1997

<PAGE>



                    THE WESTWIND GROUP, INC.
                                
         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                                
                             ASSETS
                                
                                
                                           November 30, August 31,
                                               1996        1996
                                         _________________________
CURRENT ASSETS:
  Cash and cash equivalents                   $494,887  $ 162,309
  Treasury Bills                                    -     299,163
  Marketable equity securities,
     available for sale                        20,418      18,945
  Advances and other receivables               12,161       2,739
  Advances related-party                      101,438      86,900
  Film inventory                               85,806     153,746
  Deferred tax asset, net                     102,025     102,025
                                         _________________________
        Total Current Assets                  816,735     825,827

PROPERTY AND EQUIPMENT, net                     7,650       8,164
                                         _________________________
OTHER ASSETS
  Film script inventory                        10,089       6,205
  Other assets                                  1,580       1,580
  Deferred tax asset                           25,762      25,762
                                         _________________________
        Total Other Assets                     37,431      33,547
                                         _________________________
                                              $861,816$    867,538
                                         _________________________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                                        
                                
                                
Note:  The balance sheet at August 31 1996 has been taken from the
                             audited
        financial statements at that date and condensed.
                                
The accompanying notes are an integral part of these consolidated
                      financial statements.


<PAGE>

                    THE WESTWIND GROUP, INC.
                                
         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                
                                           November 30, August 31,
                                               1996        1996
                                         _________________________
CURRENT LIABILITIES:
  Accounts payable                            $70,747    $ 67,905
  Accounts payable - related party              5,213       2,539
Accrued expenses                                2,539       2,539
  Management bonuses                          257,000     257,000

                                         _________________________
        Total Current Liabilities             335,499     332,656
                                         _________________________
MINORITY INTEREST:                            271,743     309,341
                                         _________________________

STOCKHOLDERS' EQUITY:
  Preferred stock                                   -           -
  Common stock                                 29,691      29,691
  Additional paid-in capital                  124,098     124,098
  Unrealized Gain on available
    for sale securities                       (5,052)      (6,525)
  Retained earnings                           105,837      78,277
                                         _________________________
        Total Stockholders' Equity            254,574     225,541
                                         _________________________
                                              $861,816   $ 867,538
                                         _________________________
                                
                                
                                
                                
                                
                                
                     
                                
                                
                                
Note:  The balance sheet at August 31, 1996 has been taken from the
                             audited
        financial statements at that date and condensed.
                                
The accompanying notes are an integral part of these consolidated
                      financial statements.



<PAGE>


                    THE WESTWIND GROUP, INC.
                                
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                
                                
                                          For the Three Months Ended
                                                 November 30,
                                         ___________________________
                                                1996       1995
                                           ______________________
REVENUE:
  Film revenue                              $  117,693  $ 324,490
  Film management and marketing income          15,675          -
                                           ______________________
        Total Revenue                          133,368    324,490
                                           ______________________

PRODUCTION COSTS                                55,568    292,155
                                           ______________________
GROSS PROFIT                                    77,800     32,335
                                           ______________________
OPERATING EXPENSE:
  General and administrative                    54,922     60,145
  Professional fees                                158      4,002
                                           ______________________
      Total Operating Expense                   55,080     61,457
                                           ______________________
INCOME FROM OPERATIONS                          22,720   (31,812)
                                           ______________________
OTHER INCOME (EXPENSE):
  Interest income                                3,902      6,480
  Gain on settlement of contingency                  -     30,587
                                           ______________________
      Total Other Income (Expense)               3,902     37,067
                                           ______________________

INCOME (LOSS) BEFORE MINORITY INTEREST AND
  PROVISION FOR INCOME TAXES                    26,622      5,255

  MINORITY INTEREST IN OPERATIONS OF PARTNERSHIPS  938        676
                                           ______________________
INCOME (LOSS) BEFORE INCOME TAXES               27,560      5,931

  CURRENT INCOME TAX EXPENSE (BENEFIT)               -          -

  DEFERRED INCOME TAX EXPENSE (BENEFIT)              -          -
                                           ______________________

NET INCOME (LOSS)                              $27,560      5,931
                                           ______________________

NET INCOME (LOSS) PER COMMON SHARE             $   .00    $   .00
                                           ______________________

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                        7,422,768  7,422,768
                                           ______________________
                                
                                
                                
                                
                                
                                
                                
                                
The accompanying notes are an integral part of these consolidated
                      financial statements.


<PAGE>

                    THE WESTWIND GROUP, INC.
                                
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
        Increase (Decrease) in Cash and Cash Equivalents

                                          For the Three Months Ended
                                                 November 30,
                                         ___________________________
                                                1996       1995
                                           ______________________
Cash Flows From Operating Activities:
  Net income (loss)                           $ 27,560   $  5,931
                                           ______________________
  Adjustments to reconcile net income to cash provided
    (used) by operations:
     Depreciation and amortization                 514        499
     Minority interests in operations
       of partnerships                            (938)     (676)
     Gain on settlement of contingency               -   (25,471)
     Changes in assets and liabilities:
      (Increase)  in film inventory             66,331    290,712
      (Increase) in advances and other receivables
      Decrease in income tax receivable              -     40,246
      (Increase) in deferred tax asset               -   (40,246)
      Increase (decrease) in accounts payable and
        accrued expenses                         2,842   (18,277)
                                           ______________________
        Total Adjustments                       59,327    246,787
                                           ______________________
        Net Cash Provided by
         Operating Activities                   86,887   252,718
                                           ______________________
Cash Flows From Investing Activities:
  Payments for film script inventory           (3,884)      (662)
  Payments for Property and equipment                -      (914)
  Advances to related-party                   (14,538)          -
  Proceeds from maturity of T-Bills            299,163          -
  Distributions to limited partners           (30,050)   (12,062)
                                           ______________________
        Net Cash Used by Investing Activities  245,691   (13,638)
                                           ______________________
Cash Flows From Financing Activities:
        Net Cash Used by Financing Activities        -          -
                                           ______________________


Net Increase (Decrease) in Cash
    and Cash Equivalents                       332,578    239,080

Cash and Cash Equivalents at Beginning of Year 163,309    286,335
                                           ______________________
Cash and Cash Equivalents at End of Year      $494,887 $  525,415
                                           ______________________

                                
                                
                           [Continued]
                                

<PAGE>

                    THE WESTWIND GROUP, INC.
                                
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           [Continued]
                                
        Increase (Decrease) in Cash and Cash Equivalents



Supplemental Disclosure of Cash Flow Information:

  Cash paid during the period for:
     Interest                                 $      -   $      -
     Income taxes                             $      -   $      -

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the three months ended November 30, 1996:
  None

For the three months ended November 30, 1995:
  The  Company received in settlement of a lawsuit $5,116 and  stock  in
  the distributor company valued at $25,471[See Note 4].















The accompanying notes are an integral part of these consolidated
                      financial statements.


<PAGE>

                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 _ BASIS OF PRESENTATION

  The  accompanying  financial statements have been  prepared  by
  the  Company without audit.  In the opinion of management,  all
  adjustments  (which included only normal recurring adjustments)
  necessary to present fairly the financial position, results  of
  operations  and changes in financial position for  all  periods
  presented, have been made.
  
  Certain  information and footnote disclosures normally included
  in  financial statements prepared in accordance with  generally
  accepted  accounting principles have been condensed or  omitted
  in  the  accompanying  interim  financial  statements.   It  is
  suggested   that   these   condensed   consolidated   financial
  statements   be   read  in  conjunction  with   the   financial
  statements  and notes thereto included in the Company's  August
  31,   1996  audited  financial  statements.   The  results   of
  operations  for the periods ended November 30,  1996  and  1995
  are  not  necessarily indicative of the operating  results  for
  the full year.
  
NOTE 2 _ MARKETABLE SECURITIES

  The  Company  investments in marketable equity  securities  are
  held  for  an  indefinite  period and thus  are  classified  as
  available-for-sale. Available-for-sale securities are  recorded
  at  fair  value in marketable securities on the balance  sheet,
  with  the change in fair value during the period excluded  from
  earnings and recorded as a separate component of equity.   Fair
  value  of  the equity securities was determined on  a  specific
  identification  basis  in computing unrealized  gain  or  loss.
  As  of  November 30, 1995 and 1994 Unrealized holding gains  on
  such  securities,  which  were added  to  stockholders'  equity
  during  the three months ended November 30, 1996 and 1995  were
  $1,473  and  $4,841 respectively.  The change in net unrealized
  holding  gains on available-for-sale securities for  the  three
  months  ending  November  30, 1996  and  1995  was  $1,473  and
  $4,841.

NOTE 3 _ LIMITED PARTNERSHIP
  
  The   Company   forms  limited  partnerships  to  finance   the
  production  of  some of its feature films.  The Company  serves
  as  the  general  partner  and has  ownership,  operating,  and
  financial   control  of  the  limited  partnerships.    Limited
  partnership  agreements generally limit cash  distributions  to
  the  Company  until limited partners' original investments  are
  returned  plus interest at a predetermined rate.   Profits  are
  allocated   according  to  partnership   agreement   with   the
  Company's interest at 51.9%.
  
<PAGE>


                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
NOTE 4 _ COMMITMENTS AND CONTINGENCIES
  
  Development  Agreements - The Company enters  into  development
  agreements  as  a  means  to obtain story  rights  for  feature
  films.   Developers typically are entitled to a  percentage  of
  the  net  profits of the Company's general partnership interest
  in  the  film.  Amounts paid to developers for the three months
  ended  November  30,  1996 and 1995 were approximately  $0  and
  $662,  respectively.
  
  Distribution  Agreements - The Company has  entered  into  film
  distribution  agreements for foreign  markets  as  a  means  of
  financing   production   costs.   These   foreign   distributor
  agreements require an up front advance which is repaid  by  the
  Company  at prime plus 2% from the proceeds of the  film.   The
  foreign  distributor  collects revenues from  sublicensees  and
  after  withholding the funds advanced, expenses incurred and  a
  distribution  fee  of  approximately  15%  to  25%   of   gross
  revenues, forwards the remainder to the Company.
  
  The   Company  also  enters  into  various  other  foreign  and
  domestic  distribution and licensing agreements for  its  films
  as  a  means to exhibit it's films to the public.  Distributors
  typically  receive  12.5%  to  25%  of  gross  revenues  as   a
  distribution  fee  after  predetermined  minimum  revenues  are
  received  by the Company and are entitled to be reimbursed  for
  expenses incurred from the proceeds of the film.
  
  The  Company as a Distributor - The Company enters into various
  agreements  to  produce,  assist in production  and  distribute
  films  for  which  it  does not own the  story  rights.   These
  agreements  typically provide for the Company to be compensated
  for  its  role  as producer, entitle the Company to  receive  a
  percentage   revenue  in  gross  profits  of   the   film   and
  occasionally  require  the Company to  advance  funds  to  meet
  production  costs.   The advances are to  be  repaid  from  the
  gross  revenues  of the film. At November 30, 1996  and  August
  31,   1996,   their  were  no  amounts  advanced  under   these
  agreements.
  
  Other  -  The  Company has a continuing obligation  to  certain
  writers  and actors to pay profit participation amounts ranging
  from  1 to 7.5 percent based on a predetermined level of income
  and  distributions received by the Company.   The  Company  has
  recorded  $0  and $0 in profit participation payments  for  the
  three months ended November 30, 1996 and 1995, respectively.
  
  Gain  Contingency  - The Company has filed  suit  for  $133,477
  against  a  Company, which had been contracted to distribute  a
  film,  for breach of a home video distribution agreement.   The
  suit  is  based  on  a refusal to pay the full  amount  of  the
  minimum  guarantee,  failure to render an accounting  of  sales
  and  failure  to pay royalties.  In November 1990, the  Company
  received  a  judgment  against the  distributor  for  $133,477;
  however,  the  distributor was forced into  bankruptcy  by  its
  creditors  before payment was made.  The Company  continued  to
  pursue  collection and during November 1995, the Company record
  in  other  income  $30,587 when it received  $5,116  and  1,684
  shares  of the distributor common stock with an aggregate  fair
  value of $25,471 on the date of issuance.

<PAGE>

                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
NOTE 5 _ INCOME TAXES
  
  The  Company  accounts  for  income  taxes  under  Statement   of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income
  Taxes"  [FASB 109].  FASB 109 requires the Company to  provide  a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences  between  book
  and   tax  and  any  available  operating  loss  or  tax   credit
  carryforwards.

  On  November 30, 1996 the amounts of the deferred tax assets  and
  liabilities are $127,787 and $0, respectively.  The amount of and
  ultimate realization of the benefits from the deferred tax assets
  is  dependent, in part, upon the tax laws in effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which  cannot be determined. As of November 30, 1996, the Company
  has   $127,000   available  in  operating   loss   carryforwards.
  Management  determined that no valuation allowance was  necessary
  for the net deferred tax assets as of November 30, 1996.
  
  
NOTE 6 _ ECONOMIC DEPENDENCY
  
  The  Company  has  two  significant customers  who  represent
  approximately 77% of the Company's revenue.
  
  The  Company also receives a substantial portion of its revenue
  from  two  foreign sales agents who collect on  behalf  of  the
  Company  from numerous customers on a world-wide basis.   These
  foreign revenues relate to other revenues as follows:

                                    For the Three Months
                                     Ended November 30,
                             ___________________________
                                       1996       1995
                                   ______________________
     Foreign Sales Agents          $  63,024  $ 49,362
     Domestic Customers               54,412   275,000
     Other                               257       128
                                   ______________________
     Total Film Revenue             $117,693  $324,490
                                   ______________________
  

<PAGE>       
                         PART I - ITEM 2
  
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The Company is engaged in the business of financing, producing and
distributing quality, lower and medium budget motion pictures. The Company's
motion pictures are intended to be distributed for exhibition in domestic and
foreign theater markets and for subsequent release in other markets such
 as home video, pay-per-view, pay television and free television.  Westwind
 Productions, Inc., a wholly-owned subsidiary of the Company, is the
 Company's production entity.  Westwind Releasing Corp., another
 wholly-owned subsidiary of the Company, is the Company's distribution
 division. The following discussion should assist in an understanding
 of the Company's financial position at November 30, 1996, as compared
 to the same quarter for the last fiscal year.  The financial statements
 and the notes attached thereto should be referred to in connection
 with this discussion.

Liquidity and Capital Resources.

    As of November 30, 1996, the Company had total assets of $861,816
 compared to $867,538 as of August 31, 1996, a decrease of $6,022. 
  As of November 30, 1996, the Company's cash totaled $494,887 as
 compared to $162,309 August 31, 1996.  The increase was the result of
 the decrease in treasury bills from $299,163 at August 31, 1996 to
 -0- at November 30, 1996.   Film inventory is
 carried at the lessor of the Company's cost of producing the film or
 its net realizable value based upon estimated future film revenues.
  Film inventory is reduced or amortized as the Company receives 
 revenues from films carried in inventory or to the extent film 
 inventory exceeds estimated future film revenues.

    Total current liabilities remained essentially unchanged at
 $335,499 at November 30, 1996, compared to $332,656 at 
 August 31, 1996.    Provision for minority interests decreased 
 slightly from $309,341 at August 31, 1996 to $271,743 at November
  30, 1996.

    Shareholders' Equity at November 30, 1996 was $254,574 compared to
$225,541.

Results of Operations

    The Company's principal objective is to produce and distribute
 motion pictures with commercial subject matter.  Film revenues are
 derived primarily from the distribution of feature films in both
 domestic and foreign markets.  The Company's revenues are derived 
 from management and marketing fees relating to specific motion
 pictures, from fees for film production services and from 
 distributive shares in partnerships and joint venture formed to
 finance motion pictures.  The Company's revenues and net income 
 are dependent upon the level of film activity engaged in by the
 Company as well as by the success of the particular motion pictures
 released by the Company in any given year.  Most of the income 
 which will be generated by a motion picture will be generated
 in the year in which it is released and distributed.  Thereafter,
 minimum revenues are received from such motion picture.
         
Revenue and Expenses.

    The Company had total revenue of $133,368 for the three month
 period ended November 30, 1996, compared to $324,490 for the three
 month period ended November 30, 1995, a decrease of approximately
 59%.  Film revenue varies significantly from quarter to quarter
 depending upon the overall film activity and the timing of receipts
 from the delivery of films. During the last several quarters, the
 Company's film activity has continued to decrease.

                                   -13-
<PAGE>

    Production costs for the three month period ended November
 30, 1996 was $55,568 compared to $292,155 for the three month
 period ended November 30, 1995.   Production costs are related 
 to film activity and varies significantly from quarter to quarter.
 Operating expenses were $92,381 and $247,480 for the three
 month and nine month periods ended November 30, 1996 compared 
 to $111,616 and $220,696 for the three month and nine month
 periods ended November 30, 1995.  

    The Company had a net income of $27,560 for the three months
 ended November 30, 1996 compared to net income of $5,931 for the
 three months ended November 30, 1995. 

    The Company's revenues from operations and from partnership
 distributions as well as income and operating expenses are
 subject to increase or decrease on a quarterly basis depending
 on the amount of film activity engaged in a particular quarter
 and the timing of receipts from licenses and from distribution
 agreements

Additional Information 

    The Company's activities have 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.  During
 each of the last three fiscal years, the Company's revenues
 have declined, its film activity has decreased and its assets
 have decreased.  Management believes that the Company cannot
 continue to operate solely as a filmproduction company.

    The Company's Board of Directors has, and is considering
 alternative business opportunities.  Such opportunities may
 result in the sale or termination of the Company's film
 activities, commencement of operations in business not involved
 in the film or entertainment industry,  may result in the change of the
 Company's management and may result in a change of control
 of the Company.  The Company has considered several proposals
 relating to alternative business operations but has not entered
 into any definitive agreement considering any such alternative
 operations or change of control.  Furthermore, there can be no
 assurance that the Company will ever change its current business
 operations.


                               -14-
<PAGE>


                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. To the best knowledge of the Company, it
          did not become a party to any pending or threatened litigation
          or proceeding material to the Company during the three month
          period ended November 30, 1996.

Item 2.   Changes in the Rights of the Company's Security Holders. 
          None.

Item 3.   Defaults by the Company on its Senior Securities.  None.

Item 4.   Submission of Matters to a Vote of Security Holders. None.

Item 5.   Other Information.  None.

Item 6(a). Exhibits.  None.

Item 6(b). Reports on Form 8-K.  None.
 

                              -15-
<PAGE>



                            SIGNATURE


    Pursuant to the requirements 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.


Dated: March 18, 1997                  THE WESTWIND GROUP, INC.



                             By /s/ William C. Webb                     
                               William C. Webb
                               President/Director
                               Principal Executive and
                                Financial Officer



                                     -16-
<PAGE>