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 February 28, 1997

                             OR

  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                             THE
               SECURITIES EXCHANGE ACT OF 1934
             Commission file number 33-23884-LA



                CTC COSMETICS HOLDINGS, 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.)



        No. 80 Liu Tuang Road Pudong, Shanghai, China
          (Address of principal executive offices)


 Registrant's telephone no., including area code: (852) 2882-5699


                 The Westwind Group, Inc.
       1746 1/2 Westwood Boulevard, Los Angeles, CA 90024
   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 x     No    .

Common  Stock  outstanding at April  18,  1997  -  9,500,000
shares of $.004 par value Common Stock.



         DOCUMENTS INCORPORATED BY REFERENCE:  NONE

<PAGE>

                         FORM 10-QSB

       CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
            CTC COSMETICS HOLDINGS COMPANY, INC.
              (f.k.a. THE WESTWIND GROUP, INC.)


           For the quarter ended February 28, 1997

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;
        Condensed Consolidated Balance Sheets-- 
        February 28, 1997 and August 31, 1996            3-4
        Condensed Consolidated Statements of 
        Operations -- for the three months
        and six months ended February 28, 
        1997 and 1996                                      5
        Condensed Consolidated Statements of 
        Cash Flows -- for the three months
        and six months ended February 28, 
        1997 and 1995                                    6-7
        Notes to Condensed Consolidated Financial 
        Statements                                         8

Item 2. Management's Discussion and Analysis of  
        Financial Condition and Results of Operations     12

                 PART II - OTHER INFORMATION
                                                        
                                                         Page

Item 1.    Legal Proceedings                               14

Item 2.    Changes in the Rights of Security Holders       14

Item 3.    Defaults on Senior Securities                   14

Item 4.    Results of Votes on Securities Holders          14

Item 5.    Other Information                               14

Item 6(a). Exhibits                                        14

Item 6(b). Reports on Form 8-K                             14


<PAGE>



                 

                
                    THE WESTWIND GROUP, INC.
                                
         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                                
                             ASSETS
                                
                                
                                           February 28, August 31,
                                               1997        1996
                                         _________________________
CURRENT ASSETS:
  Cash and cash equivalents                 $461,186     $162,309
  Treasury Bills                                   -      299,163
  Marketable equity securities, 
   available for sale                         16,735       18,945
  Advances and other receivables                 635        2,739
  Advances related-party                     109,229       86,900
  Film inventory                              17,588      153,746
  Deferred tax asset, net                    102,025      102,025
                                         _________________________
        Total Current Assets                 707,398      825,827

PROPERTY AND EQUIPMENT, net                    8,038        8,164
                                         _________________________
OTHER ASSETS
  Film script inventory                       25,510        6,205
  Other assets                                 1,580        1,580
  Deferred tax asset                          25,762       25,762
                                         _________________________
        Total Other Assets                    52,852       33,547
                                         _________________________
                                            $766,288     $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.

                              3
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                
                                           February 28, August 31,
                                               1997        1996
                                          _________________________
CURRENT LIABILITIES:
  Accounts payable                           $134,947    $ 67,905
  Accounts payable - related party              5,213       5,213
  Accrued expenses                              2,539       2,539
  Management bonuses                          257,000     257,000

                                          _________________________
        Total Current Liabilities             399,699     332,656
                                          _________________________
MINORITY INTEREST:                            218,517     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                         (8,736)     (6,525)
  Retained earnings                             3,019      78,277
                                          _________________________
        Total Stockholders' Equity            148,072     225,541
                                          _________________________
                                             $766,288   $ 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.

                                4
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                
                    For the Three Months Ended  For the Six Months Ended
                    _____________________________________________________
                       February 28, February 29, February 28, February 29,
                          1997          1996         1997         1996
                    _____________________________________________________
REVENUE:
  Film revenue          $52,558      $185,780      $170,251    $510,270
  Film management 
   and marketing
   income                     -         8,500        15,675       8,500
                    _____________________________________________________
      Total Revenue      52,558       194,280       185,926      518,770
                    _____________________________________________________
PRODUCTION COSTS         69,612        57,398       125,180      349,553
                    _____________________________________________________
GROSS PROFIT (LOSS)     (17,054)      136,882        60,746      169,217
                    _____________________________________________________
OPERATING EXPENSE:
  General and 
   administrative        85,573        67,522       140,495      127,667
  Professional fees       3,204        23,430         3,362       27,432
                    _____________________________________________________
    Total Operating 
     Expense             88,777        90,952       143,857      155,099
                    _____________________________________________________
INCOME (LOSS) FROM 
 OPERATIONS             105,831        45,930       (83,111)      14,118
                    _____________________________________________________
OTHER INCOME (EXPENSE):
  Interest and other 
   income                 4,049         6,495         7,951       12,975
  Gain on settlement 
   of contingency             -             -             -       30,587
                    _____________________________________________________
    Total Other 
     Income (Expense)     4,049         6,495         7,951       43,562
                    _____________________________________________________
INCOME (LOSS) BEFORE 
 MINORITY INTEREST 
 AND INCOME TAXES       101,782        52,425       (75,160)      57,680

MINORITY INTEREST IN 
 OPERATIONS OF
 PARTNERSHIPS            (1,035)       87,368           (97)      86,692
                    _____________________________________________________
INCOME (LOSS) BEFORE  
 INCOME TAXES          (102,817)      (34,943)      (75,257)     (29,012)

INCOME TAXES:
  Current tax expense 
  (benefit)                   -             -             -            -
  Deferred tax expense 
  (benefit)                   -             -             -            -
                    _____________________________________________________
NET (LOSS) INCOME     $(102,817)     $(34,943)     $(75,257)    $(29,012)
                    _____________________________________________________
INCOME (LOSS) PER 
 COMMON SHARE         $   (.014)     $  (.004)     $  (.010)    $  (.004)
                    _____________________________________________________
WEIGHTED AVERAGE 
 NUMBER OF SHARES
 OUTSTANDING          7,422,768     7,422,768     7,422,768    7,422,768
                    _____________________________________________________
                                
                                
The accompanying notes are an integral part of these consolidated
                      financial statements.

                                5
<PAGE>

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

                                        For the Six Months Ended
                                       __________________________
                                         February 28, February 29,
                                             1997         1996
                                        __________________________
Cash Flows From (To) Operating Activities:
  Net income (loss)                      $(75,258)     $ (29,012)
                                        __________________________
  Adjustments to reconcile net income 
   to cash provided (used)
    by operations:
     Depreciation and amortization          1,077          1,021
     Minority interests in operations 
      of partnerships                          97         87,368
     Write off film script inventory            -              -
     Gain on contingency                    2,104        (25,471)
     Changes in assets and liabilities:
      (Increase) decrease in advances 
       and other receivables              136,158        342,700
      (Increase) decrease in film 
       inventory                                -        342,700
      (Increase) decrease in deferred 
       tax asset                                -         11,587
      (Increase) decrease in income tax 
       receivable                               -         19,000
      Increase (decrease) in accounts 
       payable and accrued expenses        67,042        (19,525)
      Increase (decrease) in accounts 
       payable - related party                  -         (8,362)
                                       ___________________________
        Total Adjustments                 206,478        408,318
                                       ___________________________
        Net Cash Provided (Used) by 
         Operating Activities             131,220        379,306
                                       ___________________________
Cash Flows From (To) Investing 
 Activities:
  Proceeds from treasury bills            299,163              -
  Advances to a related party             (22,329)       (17,000)
  Payments for film script inventory      (17,305)        (7,190)
  Purchase of property and equipment         (951)          (914)
                                       ____________________________
        Net Cash From (To) Investing 
         Activities                       258,578        (25,104)
                                       ____________________________
Cash Flows From (To) Financing Activities:
  Distributions to limited partners       (90,921)      (111,671)
  Contributions from limited partners           -              -
                                       ____________________________
        Net Cash From (To) Financing 
         Activities                       (90,921)      (111,671)
                                       ____________________________

Net Increase in Cash and Cash 
 Equivalents                              298,877        242,531

Cash and Cash Equivalents at Beginning 
 of Period                                162,309        286,335
                                       ____________________________
Cash and Cash Equivalents at End of 
 Period                                $  461,186     $  528,866
                                       ____________________________
                                
                           [Continued]
                       
                               6
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           [Continued]
                                
        Increase (Decrease) in Cash and Cash Equivalents
 
                                     For the Six Months Ended
                                    ___________________________
                                      February 28, February 29,
                                          1997         1996
                                    ___________________________
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 six months ended February 28, 1997:
     None

  For the six months ended February 29, 1996:
     The Company received in settlement of a lawsuit $5,116 and stock in
     the distributor company valued at $25,471[See Note 5].

  


























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

                                7
<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  February  28,  1997   and
  February  29,  1996  are  not  necessarily  indicative  of  the
  operating results for the full year.
  
NOTE 2 _ MARKETABLE SECURITIES

  The  Company investments in marketable equity securities  which
  are  held  for an indefinite period and thus are classified  as
  available-for-sale. Available-for-sale securities are  recorded
  at  fair value under the caption "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  February 28, 1997 and February  29,  1996.
  Unrealized  holding  gains (losses) on such  securities,  which
  were added (subtracted) to stockholders' equity during the  six
  months  ended  February  28, 1997 and February  29,  1996  were
  $(2,210)   and  $(842)   respectively.   The  change   in   net
  unrealized    holding   gain   (loss)   on   available-for-sale
  securities  for the three months ending February 28,  1997  and
  February 29, 1996 was $(3,684) and $(5,683).

NOTE 3 _ ADVANCES TO RELATED PARTY

  During  the  six  months  ended  1997,   the  Company  advanced
  $22,329 to an officer director and majority shareholder of  the
  Company.    As   of  February  28,  1997  the  total   advanced
  outstanding   from   the   officer,   director   and   majority
  shareholder of the Company was $109,229.

                                 8
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
NOTE 4 _ 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  agreements   with   the
  Company's interest at 51.9%.
  
NOTE 5 _ 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 develop film scripts for the six
  months  ended  February  28, 1997 and February  29,  1996  were
  approximately $17,305 and $7,109,  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 February 28, 1997  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 February 28, 1997 and February  29,  1996,
  respectively.

                               9
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
NOTE 5 _ COMMITMENTS AND CONTINGENCIES
  
  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.  During November 1995,  the
  Company  recorded  $30,587 in other  income  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.
  The Company does not plan to pursue further collection.
  
NOTE 6 _ INCOME TAXES
  
  The   Company  accounts  for  income  taxes  in  accordance  with
  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  August  31, 1996 the amounts of the deferred tax  assets  and
  liabilities  are approximately $129,311 and $1,564, 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 February
  28,  1997,  the  Company  has  approximately  $127,000  available
  operating  loss  carryforwards.  Management  determined  that  no
  valuation allowance was necessary for the net deferred tax assets
  as of February 28, 1997.
  
NOTE 7 _ ECONOMIC DEPENDENCY
  
  The   Company  has  two  significant  customers  who  represent
  approximately 80% 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 Six Months
                                     Ended February 28,
                                   _________________________
                                       1997       1996
                                   _________________________
     Foreign Sales Agents           $  119,971 $  181,249
     Domestic Customers                 50,023    328,881
     Other                                 257        140
                                   _________________________
     Total Film Revenues            $  170,251 $  510,270
                                   _________________________
 
                             10
<PAGE>

                    THE WESTWIND GROUP, INC.
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
NOTE 8 _ SUBSEQUENT EVENTS
  
  On  March  21,  1997,  the Company acquired all  the  issued  and
  outstanding  common  stock of CTC Cosmetics  Holding  (BVI)  Co.,
  Ltd., a British Virgin Island Corporation ("CTC") in exchange for
  the  issuance of 9,000,000 post-split shares of restricted common
  stock  of  the  Company and changed the name of the Company to 
  CTC Cosmetics Holding Company, Inc.. In connection with the 
  acquisition, the Company effected a reverse stock split, 
  not reflected in the accompanying financial statements, wherein one  
  share of common stock was issued in exchange for 12.93 shares of  
  common stock. After giving  effect  to  the  acquisition,  
  there are approximately  9,500,000 shares of common stock outstanding  
  with approximately  500,000  shares (5%)  being  held  by  the  former
  shareholders of the Company.  Control of the Company changed to the
  new shareholders.  The former officers and directors resigned.
  The Company also transferred all of its shares of its wholly-owned
  subsidiary to its former directors, William Webb and James Webb.  
  
  As of Septemer 30, 1996 CTC Cosmetics Holding (BVI) Co., Ltd a 
  British Virgin Island Corporation had total assets of $16,431,298 
  and for the year then ended had total revenues of $18,146,691 
  resulting in net income of $2,250,436.
  
                                    


                             11
<PAGE>
  

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

     Prior to March 21, 1997, the Company was engaged in the
business  of financing, producing and distributing  quality,
lower   and   medium  budget  motion  pictures.     Westwind
Productions, Inc., formerly a wholly-owned subsidiary of the
Company,  was  the  Company's production  entity.   Westwind
Releasing Corp., formerly a wholly-owned subsidiary  of  the
Company,    was   the   Company's   distribution   division.
Effective March 21, 1997, the Company effected the corporate
reorganization  described below.   The financial  statements
included herewith and the  discussion concerning the results
of the quarter and six months ended February 28, 1997 relate
to   the   Company's  operation  prior  to  such   corporate
reorganization.  Therefore, the financial statements and MDA
discussion  included  herein  are  not  reflective  of   the
Company's  post  March  21,  1997 operations  and  financial
position.

Corporate Reorganization

     During the last several years, the Company's operations
in  the film business have declined as the result of changes
in  industry  competition, marketing  and  conditions.   The
Company's  revenues  have continued to declined  during  the
last several years.  As a result of the Company's decreasing
revenue,  increasing  losses  and   decreasing  assets,  the
Company's  management  believed  that  the  Company   should
discontinue   its  film  operations  and  seek   alternative
business  operations.  There has been no trading market  for
the Company's common stock during the last several years and
management  believed  that it was unlikely  that  a  trading
market would develop unless the Company's financial position
improved.

      In  March 1997, the Company negotiated the acquisition
of  a  privately held cosmetic company named  CTC  Cosmetics
Holding   (BVI)   Co.,  Ltd.,  a  British   Virgin   Islands
corporation (hereafter "CTC") in a stock-for-stock  exchange
whereby the Company issued shares of its common stock to the
shareholders of CTC in exchange for their shares of CTC.   A
condition of the transaction was the discontinuance  of  the
Company's film operations, a reverse stock split,  a  change
of  the  Company's  name  and  a  change  of  the  Company's
management.

      On March 21, 1997, the acquisition of CTC was effected
and in connection therewith, the following action was taken:

               1.    The  Company  effective  a  12.93-for-1
               reverse  stock split reducing the  number  of
               shares  of the Company's common stock  issued
               and outstanding from 7,422,768 500,000;

               2.    The Company issued  9,000,000 shares of
               its  common stock, calculated on a post-split
               basis, to the shareholders of CTC in exchange
               for all of their shares of CTC.

                                  12
<PAGE>

               3.     The   Company  effective  a   divisive
               reorganization wherein it transferred all  of
               its  shares  of  its wholly-own subsidiaries,
               Westwind   Productions,  Inc.  and   Westwind
               Releasing,  Inc.  to  its  former   directors
               William Webb and James Webb.

               4.    The Company amended its Certificate  of
               Incorporation  to change its  name  from  The
               Westwind  Group, Inc. to CTC Holding Company,
               Inc.


               5.   The Company accepted the resignations of
               its then officers and directors and appointed
               the  following as officers and  directors  of
               the Company:

               Paul K.W. Tso         Chairman, Director, CEO
               Mark K.W. Lee         Vice Chairman, Director,
                                      President/Secretary
               Yung Fung Che         Director
               Corrie C. H. Lee      Director
               Audrey W. Leung       Director
               Joanne Leung          Chief Financial Officer
               Jack G. Shi           Vice President and
                                      Secretary

Liquidity and Capital Resources.

      As  of February 28, 1997, the Company had total assets
of  $766,288 compared to $867,538 as of August 31,  1996,  a
decrease  of  $101,250.    As  of  February  28,  1997,  the
Company's  cash  totaled $461,186 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 February 28, 1997.  Film inventory decreased from
$153,746 at August 31, 1996 to $17,588 at February 28, 1997.
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 increased to  $399,699  at
February 28, 1997 from $332,656 at August 31, 1996.

      Shareholders' Equity at February 28, 1997 was $148,072
compared to $225,541

      As  a  result  of  the  corporate reorganization,  the
Company's financial position subsequent to February 28, 1997
is  significantly different than its financial  position  at
February 28, 1997 (See Note 8 in the financial statements).

                                13  

Results of Operations

      Prior  to  March  21,  1997, the  Company's  principal
objective was to produce and distribute motion pictures with
commercial  subject  matter.   Film  revenues  were  derived
primarily  from the distribution of feature  films  in  both
domestic  and foreign markets.  The Company's revenues  were
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.  Subsequent
to  March  21, 1997, the Company is no longer  in  the  film
business  and  its  revenues are derived from  the  sale  of
cosmetic products.  The discussion concerning the results  o
operations  for  the  three  and  six  month  periods  ended
February  28, 1997 are no longer applicable to the Company's
current   operations  and  are  not  indicative  of   future
financial operating results.
     
Revenue and Expenses.

      The Company had total revenue of $52,588 for the three
month  period ended February 28, 1997, compared to  $194,280
for  the  three month period ended February 28,  1996.   The
Company  had  total revenue of $185,926 for  the  six  month
period ended February 28, 1997, compared to $518,770 for the
three month period ended February 28, 1996.

      Production  costs  for the three  month  period  ended
February 28, 1997 were $69,612 compared to $57,398  for  the
three  month  period  ended February 28,  1996.   Production
costs for the six month period ended February 28, 1997  were
$125,180  compared  to $349,553  for the  six  month  period
ended  February 28, 1996.  Production costs are  related  to
film  activity  and  varies significantly  from  quarter  to
quarter.   Operating expenses were $88,777 and $143,857  for
the  three  month and six month periods ended  February  28,
1997  compared to $90,952 and $155,099 for the  three  month
and six month periods ended February 28, 1996.

      The  Company had a net loss of $102,817 for the  three
months  ended February 28, 1997 compared to a  net  loss  of
$34,943  for the three months ended February 28,  1996.  The
Company  had a net loss of $75,257 for the six months  ended
February 28, 1997 compared to a net loss of $29,012 for  the
six months ended February 28, 1996.


                 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  February  28,
               1997.

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

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

                                14
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          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.  No  Form
               8-K   was  filed  during  the  quarter  ended
               February  28,  1997.  A form  8-K  was  filed
               March 21, 1997 to report on  the  corporate
               reorganization described above.

                              15
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                          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:  April 21,  1997     CTC COSMETICS HOLDINGS COMPANY, INC.



                                By /s/ Paul K.W. Tso 
                                   Paul K.W. Tso
                                   Chief Executive Officer/Chairman
                                   Principal Executive Officer


                                By /s/ Joanne Leung
                                   Joanne Leung
                                   Chief Financial Officer
                                   Principal Financial Officer


                            16
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