<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10 QSB



(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended May 31, 1998

( )      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1939 for the transition period     to
                                                       ----   ----


                         COMMISSION FILE NUMBER 0-22749


                      CTC COSMETICS HOLDINGS COMPANY, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)



Delaware                                                   87-0415594
----------------------------------            ----------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


129 Front St., Penthouse Suite, Hamilton HM12 Bermuda   441 296 4545
--------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code and
 telephone number)

Westwind Group, Inc. 1745 Westwood Blvd. Los Angeles, Ca.   90024
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports,), and (2) has been subject to such filing
requirements for the post 90 days. Yes    No X
                                      ---   ---


The number of shares of the registrant's common stock issued as of May 31, 1998:
10,168,654 shares.


Transitional Small Business Disclosure Format (check one): Yes    No X
                                                              ---   ---


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            TABLE OF CONTENTS                                              PAGE
            -----------------                                              -----


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

(a)      Balance Sheet                                                        2
(b)      Statement of Operations                                              3
(c)      Statement of Changes in Financial Position                           4
(d)      Statement of Shareholders' Equity                                    5
(e)      Notes to Financial Statements                                        6

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                     8

PART II. OTHER INFORMATION                                                    8

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults On Senior Securities

Item 4.  Submission of Items to a Vote

Item 5.  Other Information

Item 6
(a)      Exhibits
(b)      Reports on Form 8K

SIGNATURES                                                                    9

FINANCIAL DATA SCHEDULE                                                      10

                                        1

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<TABLE>

                                          CTC COSMETICS HOLDINGS COMPANY, INC.
                                                      BALANCE SHEET
                                          AS OF MAY 31, 1998 AND AUGUST 31,1997
                                                       (unaudited)
<CAPTION>

                                                                      May 31,      August 31,
                                                                       1998            1997
                                                                  --------------  --------------

<S>                                                               <C>             <C>
ASSETS

Cash and cash equivalents                                         $           0   $           0

Account receivable from CTC Cosmetics Holdings (BVI) Co. Ltd.           500,000         500,000
Reserve for doubtful account                                           (500,000)       (500,000)
                                                                  --------------  --------------
Investment in CTC Cosmetics Holdings (BVI) Co. Ltd.                     900,000         900,000
Reserve for loss on investment                                         (900,000)       (900,000)

     Total assets                                                 $           0   $           0
                                                                  ==============  ==============


LIABILITIES AND SHAREHOLDERS' EQUITY


Accounts payable                                                  $      20,467   $      20,467
Loans from shareholders                                                                       -
Accrued interest on debentures                                           27,143          17,700
Debentures payable
                                                                        500,000         500,000

     Shareholders' equity
Preferred stock, $.01 par value 10,000,000 shares authorized,
no shares issued and outstanding Common stock (par value $.004)
50,000,000 shares authorized; August 31, 1997-10,157,987 and
May 31, 1998-10,168,654 shares issued and outstanding                    64,510          64,467
Paid in capital                                                       1,303,045       1,283,088
Retained earnings                                                    (1,915,165)     (1,885,722)
                                                                  --------------  --------------

     Total shareholders' equity                                        (547,610)       (538,167)

Total liabilities and shareholders' equity                        $           0   $           0
                                                                  ==============  ==============



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

                                                           2
</TABLE>

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<TABLE>
                                          CTC COSMETICS HOLDINGS COMPANY, INC.
                                                 STATEMENT OF OPERATIONS
                              FOR THE NINE MONTHS AND QUARTERS ENDED MAY 31, 1998 AND 1997
                                                       (unaudited)

                                                     Nine months        Nine months         Quarter           Quarter
                                                      ended May          ended May         ended May         ended May
                                                      31, 1998           31, 1997          31, 1998          31, 1997
                                                   --------------     --------------    --------------    --------------
<S>                                                <C>                <C>               <C>               <C>
Expenses

Professional fees                                  $           -      $     334,142     $           -     $     334,142
Interest                                                  29,445              7,900            10,488             7,900
                                                   --------------     --------------    --------------    --------------
     Total expenses                                       29,445            342,042            10,488
342,042

(Loss) from operations before income taxes               (29,445)          (342,042)          (10,488)         (342,042)

Income tax                                                     -                  -                 -                 -
                                                   --------------     --------------    --------------    --------------
Net (loss) from operations                               (29,445)          (342,042)          (10,948)         (342,042)

Extraordinary items
Un-collectable from CTC Cosmetics
Holdings (BVI) Co. Ltd.                                        -           (500,000)                -          (500,000)
Loss on investment in CTC Cosmetics
Holdings (BVI) Co. Ltd.                                        -           (900,000)                -          (900,000)
                                                   --------------     --------------    --------------    --------------
Net (loss)                                         $     (29,445)     $  (1,742,042)    $     (10,948)    $  (1,742,042)
                                                   ==============     ==============    ==============    ==============



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

                                                           3
</TABLE>

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<TABLE>
                                                 CTC COSMETICS HOLDINGS COMPANY, INC.
                                              STATEMENT OF CHANGES IN FINANCIAL POSITION
                                     FOR THE NINE MONTHS AND QUARTERS ENDED MAY 31, 1998 AND 1997
                                                              (unaudited)

                                                     Nine months       Nine months         Quarter           Quarter
                                                      ended May         ended May         ended May         ended May
                                                      31, 1998          31, 1997          31, 1998          31, 1997
                                                   --------------    --------------    --------------    --------------
<S>                                                <C>               <C>               <C>               <C>
Funds provided from (used for) operations
     Net (loss)                                    $     (29,443)    $  (1,742,042)    $     (10,488)    $  (1,742,042)
Funds provided by (used for) working capital
     Accrued interest                                     (9,443)            7,900            10,488             7,900

Funds provided from (used for) financing activities
     Proceeds of stock issued for interest                20,000                 -                 -                 -
     Shares issued for consulting services                     -           334,142                 -           334,142
     Debentures 8%                                             -           500,000                 -           500,000
      Stock issued for shares of CTC Cosmetics                 -                 -                 -                 -
      Holdings (BVI) Co. Ltd.                                  -           900,000                 -           900,000
                                                   --------------    --------------    --------------    --------------
Net funds provided from (used for) all activities
                                                               0                 0                 0                 0
Cash balance at beginning of year
                                                               0                 0                 0                 0
                                                   --------------    --------------    --------------    --------------
Cash balance at end of period                      $           0     $           0     $           0     $           0
                                                   ==============    ==============    ==============    ==============


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

                                                           4

</TABLE>

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<TABLE>
                                          CTC COSMETICS HOLDINGS COMPANY, INC.
                                           STATEMENT OF SHAREHOLDERS' EQUITY
                                    FOR THE NINE MONTHS ENDED MAY 31, 1998 AND 1997
                                                       (unaudited)

                                                            Common Stock           Addition Paid-     Retained
                                                                                     In 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)                                                     -               -               -      (1,742,042)
                                                   --------------  --------------  --------------  --------------
Balance at May 31, 1997                               10,157,987   $      64,467   $   1,283,088   $  (1,875,922)
                                                   ==============  ==============  ==============  ==============

                                                            Common Stock           Addition Paid-     Retained
                                                                                     In Capital       Earnings
                                                   ------------------------------  --------------  --------------
                                                       Shares           Amount
                                                   --------------  --------------
Balance at September 1, 1997                          10,157,987   $      64,467   $   1,283,088   $  (1,885,722)

Issued 10,667 shares of common stock in
connection with interest owed                             10,667              43          19,957               -

Net (loss)                                                     -               -               -         (29,443)
                                                   --------------  --------------  --------------  --------------
Balance at May 31, 1998                               10,168,654   $      64,510   $   1,303,045   $  (1,915,165)
                                                   ==============  ==============  ==============  ==============


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

                                                           5
</TABLE>

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                      CTC COSMETICS HOLDINGS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE NINE MONTHS AND QUARTERS ENDED MAY 31, 1998 AND 1997
                                   (unaudited)


1. GENERAL

CTC Cosmetics Holdings Company, Inc. (the "Company") is incorporated in the
State of Delaware and was engaged in the business of producing and distributing
motion pictures and television movies until March 21, 1997.

The Company's Board of Directors considered alternative business opportunities
and on March 21, 1997 signed an Agreement and Plan of Reorganization (the
"Agreement") whereby the Registrant acquired all of the issued and outstanding
shares of CTC Cosmetics Holdings (BVI) Co., Ltd., a British Virgin Islands
corporation ("CTC Cosmetics") in exchange for the issuance by the Registrant of
9,000,000 post-split shares of restricted common stock to CTC Cosmetics
shareholders pursuant to the Agreement dated March 21, 1997, by and between the
Registrant and CTC Cosmetics.

Under the relevant terms of the Agreement, the Registrant undertook a reverse
split of its common stock, whereby 1 share of common stock was issued in
exchange for 12.93 shares of common stock. Immediately prior to the share
exchange, there were approximately 500,000 post-reverse split shares of the
Registrant's common stock issued and outstanding. Pursuant to the terms of the
Agreement for Divisive Reorganization, which was also executed at the Closing,
the Registrant's two existing subsidiaries were spun off from the Company to its
majority shareholders in exchange for such majority shareholders' cancellation
of a total of 960,912 pre-split shares of common stock of the Registrant. As a
result of the acquisition, there were approximately 9,500,000 shares of Common
Stock issued and outstanding.

Upon the Closing the Registrant had one wholly owned subsidiaries which was CTC
Cosmetics Holding (BVI) Co. Ltd. CTC Cosmetics Holdings (BVI) Co. Ltd. held an
investment in Cao Tain Cosmetic Holdings Limited (the "Operating subsidiary")
that developed, manufactured and marketed skin and hair care products,
cosmetics, and cosmetic related chemical ingredients primarily for sale in the
People's Republic of China.

The Company's headquarters were moved to Shanghai, China. The members of the
Board of Directors were based with the Company in Shanghai.

Subsequent to the signing of the Agreement and exchange of shares for CTC
Cosmetics Holding (BVI) Co. Ltd. the Board of Directors of the Company breached
their fiduciary duty to the shareholders of the Company by failing to provide
current financial information of the Company, failure to respond to
shareholders' inquiries and failure to comply with the disclosure requirements
of the Exchange act of 1934 by non-filing of the required periodic and annual
reports.

Concurrent with the March 21, 1997, Agreement and Plan of Reorganization, CTC
Cosmetics Holdings Company, Inc. sold $500,000 of 8% convertible debentures due
March 31, 1998 to Voyager Select IPO Fund, Ltd. ("Voyager"). The principal
amount of the debentures were convertible at any time, at the option of Voyager,
at a conversion price equal to the lower of 50% of the average closing bid price
of common stock for 5 business days immediately preceding the conversion date or
$2.50 per share. Voyager received warrants to purchase 50,000 shares of common
stock at the date of exercise. The warrants could be exercised at any time.


2. INVESTMENT IN AND ACCOUNT RECEIVABLE FROM CTC COSMETICS HOLDINGS (BVI)
   CO. LTD.

The Company has concluded that the amounts invested in and due from CTC
Cosmetics Holdings (BVI) Co. Ltd. are worthless and un-collectable for financial
reporting purposes. It is difficult and expensive to initiate legal proceedings
in China. However, the Company is continuing to explore other possible means of
securing assets or payment relative to this matter.

                                        6

<PAGE>

3. STOCK ISSUED

As discussed in Note 1 above the Company received all of the issued and
outstanding shares of CTC Cosmetics Holdings (BVI) Co. Ltd. (50,000 shares) as
of March 21, 1997, in exchange for 9,000,000 shares of the Company. The Company
valued such shares based on the average of the closing bid and ask prices of the
Company's common stock ($0.10) as reflected on NASD OTC 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 Bulletin Board on April 21,
1997.


4. INCOME TAXES

The Company has not recorded any income tax benefits that may arise from losses
incurred because there is no assurance of recovery. The Company has a loss
carry-forward of approximately $974,186.


5. SUBSEQUENT EVENTS

During September 1998 Voyager converted the debentures acquiring 16,000,000
shares of common stock. As of January 21, 2000 Voyager held 61.3% of outstanding
common stock of the Company. On February 22, 2000 Voyager as a majority
shareholder of the Company removed the Chinese Board of Directors and elected
new directors to the Company's board.

In addition, Voyager has agreed to pay all expenses of the Company until such
time as normal operations can be restored.


                                        7



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PART I.  FINANCIAL INFORMATION

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

THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS, WHICH ARE BASED ON CURRENT
INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY.

As discussed in the notes to financial statements the Company at present has no
activity. Current management is working to establish a new direction.



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings     NONE

Item 2.  Changes in Securities and Use of Proceeds     NONE

Item 3.  Defaults On Senior Securities     NONE

Item 4.  Submission of Items to a Vote     NONE

Item 5.  Other Information     NONE

Item 6
(a)      Exhibits     NONE
(b)      Reports on Form 8K     NONE

                                        8

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                                   SIGNATURES

         In accordance with the requirements of the Securities and Exchange Act
Of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       CTC Cosmetics Holdings Company, Inc.

         Dated: May 15, 2000                 By:  /s/Riccardo W. Cannaviello
                                                     ---------------------------
                                                     Riccardo W. Cannaviello
                                                     President



         Dated: May 15, 2000                 By:  /s/Andrew K. Proctor
                                                     ---------------------------
                                                     Andrew K. Proctor
                                                     Chief Financial Officer



                                        9