================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
              Act of 1934 For the fiscal year ended March 31, 2001

                                       OR

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the transition period from _______________ to _____________

                           Commission file no. 1-10340

                        ALLOU HEALTH & BEAUTY CARE, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                            11-2953972
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 50 Emjay Boulevard, Brentwood, New York                        11717
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (631) 273-4000

           Securities registered pursuant to Section 12(b) of the Act:

                              Name of Each Exchange
                     Title of Each Class On Which Registered
                     ---------------------------------------

     Class A Common Stock, par value $.001 per share American Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X .  No    .
                                             ----    ----
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. /__/

         The aggregate  market value of the Common Stock of the Registrant  held
by  non-affiliates  of the  Registrant  on June 29, 2001 was  $23,006,609.  Such
aggregate  market value is computed by  reference to the closing  sales price of
the Class A common  stock on such date.  For purposes of this  calculation,  the
Registrant  has excluded the Class B common  stock,  which is held  primarily by
affiliates and is not publicly-traded.

         The number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest  practicable  date:  5,636,468  shares of Class A
common  stock and  1,200,000  shares of Class B common  stock as of the close of
business on June 29, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Certain portions of the Registrant's Proxy Statement relating to the
 Registrant's 2001 Annual Meeting of Stockholders are incorporated by reference
                        into Part III of this Form 10-K.
================================================================================

<PAGE>

                                     PART I

ITEM 1. Business

GENERAL

         We are a leading  distributor  of prestige  brand name  fragrances  and
cosmetics, and health and beauty aid products in metropolitan New York City, New
Jersey,  Connecticut,  Philadelphia and Miami. We also manufacture  upscale hair
and  skin  care   products  for  sale  under  private   labels.   We  distribute
approximately 22,000 SKUs of branded consumer products to over 140 national mass
merchandisers  including:  Sears Roebuck & Co., Wal-Mart,  J.C. Penney,  Target,
CVS, and Walgreens, and to approximately 4,200 independent retailers. We believe
that  products  distributed  by us are  sold in a total  of over  15,000  retail
stores.  Since our current  principal  stockholders  acquired  us, we have grown
through  internal  growth and strategic  acquisitions,  which have enabled us to
expand  our  product  offerings,  enter  into new  geographic  markets,  add new
customers  and  cross-sell  existing  and new product  lines to our  diversified
customer base.

PRODUCTS

         We distribute four general categories of products:

          o    fragrances and cosmetics;

          o    name brand health and beauty aids and health and beauty aids
               under our Allou brand;

          o    prescription pharmaceuticals; and

          o    non-perishable food items.

         In addition, we manufacture upscale hair and skin care products.

        Fragrances and Cosmetics

          We   distribute   prestige   designer   fragrances   of   many   large
manufacturers,  which include:  Ralph Lauren,  Calvin Klein, Lancome and Chanel.
See  "Manufacturers  and Suppliers."  Fragrance and cosmetic sales accounted for
approximately  40% of our revenues  during the fiscal year ended March 31, 1999,
36% of our revenues  during the fiscal year ended March 31, 2000, and 29% of our
revenues  during the fiscal year ended  March 31,  2001.  Our profit  margins on
fragrance  and  cosmetic  sales are  typically  greater than those on name brand
health and beauty aids and,  accordingly,  we have sought to increase  our sales
and marketing efforts in this area.

          Some fragrance and cosmetic brands that we distribute are:

              o  Polo                          o  Revlon

              o  Eternity                      o  Maybelline

              o  Hugo                          o  Lancome

          Some fragrance and cosmetic products that we distribute are:

              o  Perfume                       o  Eyeshadow


                                      -2-
<PAGE>

              o  Cologne                      o   Lipstick

              o  Nail Polish                  o   Mascara

          Health and Beauty Aids

          We  distribute  approximately  8,000  brand name health and beauty aid
products by such manufacturers as Colgate-Palmolive,  Clairol, Procter & Gamble,
Johnson & Johnson and  Gillette.  See  "Manufacturers  and  Suppliers."  We also
distribute nail polish, toothpaste,  petroleum jelly and other health and beauty
aid products manufactured by others and sold under our Allou brand label. Health
& Beauty Aids accounted for  approximately 37% of our revenues during the fiscal
year ended  March 31,  1999,  30% of our  revenues  during the fiscal year ended
March 31,  2000 and 25% of our  revenues  during the fiscal year ended March 31,
2001. Sales of Allou brand are not material.

          Some health and beauty aid brands that we distribute are:

              o  Pantene Pro-V shampoo         o  Colgate toothpaste

              o  Johnson's Baby Lotion         o  Rave hairspray

              o  Gillette Mach 3 razors        o  Vaseline Intensive Care lotion

          Some health and beauty aid products that we distribute are:

              o  Antacids                      o  Oral Antiseptics and Sprays

              o  Baby Care                     o  Deodorants

              o  Cough and Cold Remedies       o  Shampoos

          Prescription Pharmaceuticals

          During fiscal 1994, we acquired the capital stock of M. Sobol, Inc., a
manufacturers'  distributor of branded prescription  pharmaceuticals.  M. Sobol,
Inc.  was  founded  in  1928  and  currently   distributes   pharmaceuticals  to
approximately  700  independent   pharmacies  in  the  Northeast.   We  purchase
approximately 4,000 branded  pharmaceuticals  from such manufacturers as Pfizer,
Eli  Lilly,  Merck  and  Glaxo.   Additionally,   we  distribute  3,000  generic
prescription pharmaceutical products which are purchased from manufacturers such
as Schein Pharmaceuticals,  Inc., Barre National, Inc., and Sidmak Laboratories,
Inc.  During  fiscal 2000,  we acquired  the assets of Tri-State  Pharmaceutical
Consultants,   Corp.   a   national   distributor   of   branded   and   generic
pharmaceuticals.  Tri-State  was  founded  in  1995  and  currently  distributes
pharmaceuticals  to  national  chains such as Rite Aid and  wholesalers  such as
McKesson. Pharmaceuticals accounted for approximately 14% of our revenues during
the fiscal year ended March 31, 1999, 26% of our revenues during the fiscal year
ended March 31, 2000 and 42% of our revenues  during the fiscal year ended March
31, 2001.

          Food

          We sell  non-perishable  packaged food items which we purchase  almost
exclusively  at discount  prices from major food  companies.  This  product line
requires little  additional  operating costs to us since sales of non-perishable
food are pre-sold and  drop-shipped  directly to our customers from the vendors.
Non-perishable food items accounted for approximately 10% of our revenues during
the fiscal year ended


                                      -3-
<PAGE>

March 31, 1999, 6.1% of our revenues during the fiscal year ended March 31, 2000
and 3% of our revenues during the fiscal year ended March 31, 2001.

          Hair and Skin Care Product Manufacturing

          During fiscal 1996, we purchased selected assets of Russ Kalvin,  Inc.
This acquisition has enabled us to manufacture and distribute salon quality hair
and skin care products to national mass merchandisers and independent retailers.
Since  1998,  we have  manufactured  private  label  upscale  hair and skin care
products for J.C.  Penney,  Bath and Body Works,  Sears Roebuck & Co., and other
specialty retailers. In addition, we manufacture a proprietary line of hair care
and skin care  products  which we market under the Russ Kalvin  generic  brands.
This  business  generates  substantially  higher gross  profit  margins than our
distribution  business.  Hair and skin care products accounted for approximately
1.7% of our  revenues  during the fiscal year ended March 31, 2000 and 1% of our
revenues during the fiscal year ended March 31, 2001.  Revenues from prior years
were not material.

MANUFACTURERS AND SUPPLIERS

          The  products  we  distribute   are   manufactured   and  supplied  by
independent  foreign  and  domestic  companies.  Many of  these  companies  also
manufacture and supply health and beauty aid products,  fragrances and cosmetics
for many of our competitors.  We purchase  approximately 8,000 brand name health
and beauty aid products from such  manufacturers as Procter & Gamble,  Johnson &
Johnson and Gillette and  approximately  7,000  fragrance and cosmetic  products
directly from  manufacturers  such as Coty, a division of Pfizer, and Revlon, as
well  as  from  secondary  sources.  We  purchase  approximately  4,000  branded
pharmaceuticals  and  3,000  generic  prescription   pharmaceuticals  from  such
manufacturers as Pfizer, Eli Lilly, Schein Pharmaceuticals,  and Barre National.
Additionally,  we purchase  non-perishable packaged food items which we purchase
almost  exclusively at discount prices from manufacturers such as General Mills,
General  Foods and  Nabisco.  We  contract  with  manufacturers  to produce  the
products which carry our name brand and we manufacture our  proprietary  line of
Russ Kalvin generic brand hair and skin care products  through our  wholly-owned
subsidiary, Allou Personal Care.

          We typically purchase health and beauty aids and pharmaceuticals  from
manufacturers  on open  accounts  which are  payable in 30 days and may  receive
discounts of up to 2% for early  payments.  As is customary in the industry,  we
prepay certain suppliers for products that we purchase at deep discounts.  These
types of purchases are  opportunistic and highly dependent upon availability and
price.  If the products  that we have prepaid for and ordered are not shipped to
us, this could have an adverse  effect on our  operations.  To date, we have not
suffered any such adverse effect.  In addition,  we may return health and beauty
aid and prescription pharmaceutical products to our suppliers for full credit if
the products are damaged,  their shelf life has expired,  or they are  otherwise
not saleable.

          Manufacturers  of prestige  fragrances  have  historically  restricted
direct  sales of their  products  in the United  States  primarily  to  prestige
department stores and specialty stores. As a result,  mass-market retailers have
traditionally  obtained prestige products from secondary sources.  Historically,
the secondary sources available to the mass market have been limited to:

          o   direct  distributors  like us which receive products directly from
     fragrance manufacturers, and

           o  distributors of prestige products  manufactured by, or distributed
     to,  foreign  sources for foreign  distribution,  which are diverted to the
     United States.

          Under existing court decisions,  there are variations in the extent to
which  trademark laws,  copyright laws and customs  regulations may restrict the
importation  of  trademarked  or  copyright  fragrance  products  through  those
distributors  who divert the prestige  products to the United States without the
consent of the trademark or copyright owner. As is customary in the industry, we
purchase a substantial portion of our fragrance products from secondary sources.
In  addition,  from time to time,  we


                                      -4-
<PAGE>

may take  advantage  of favorable  buying  opportunities  and  purchase  limited
amounts of health and beauty aid products from secondary  sources.  There can be
no  assurance  that these  sources of product will be available in the future or
that  may not  become  the  subject  of legal  action  arising  from its  buying
activities with respect to these products. To date, we have not been the subject
of any such legal action.

          We have had long-term  relationships with most of our suppliers. As is
customary in our industry, we have not entered into written agreements with most
of our suppliers.  However, we believe that our relationships with our suppliers
are good. We have not  experienced any  interruptions  in the supply of products
which have had a material adverse effect on our operations.

MARKETING AND SALES

          Sales  are  made  by  our  in-house   sales  staff  of   telemarketing
professionals.  We pay  in-house  sales  persons a base salary plus a commission
based on  sales  and  gross  margins.  Sales  are  also  made by  sales  account
representatives who make on-site visits to our customers.

          We publish a monthly  health and beauty aid  catalogue and a quarterly
fragrance  catalogue   containing  order  forms,   product   descriptions,   the
manufacturer's  suggested  retail price and net cost per unit or per dozen.  The
catalogues are mailed to each of our active customers.  The catalogues also help
serve the advertising needs of the  manufacturers  which provide us with rebates
which  have  historically  paid for the full  cost of  preparing,  printing  and
mailing the catalogues.  In addition to the catalogues, we frequently supply our
customers with flyers advising them of items being sold at a discount.  The sale
of fragrances  nationally to independent  stores is handled  exclusively by mail
order through the catalogues.

OPERATIONS

          We maintain an  approximately  157,000 square foot warehouse  facility
with sales and  administrative  offices in  Brentwood,  New York.  The warehouse
typically contains on a blended basis inventory for approximately four months of
distribution  to  customers.  We maintain  these levels of inventory in order to
provide our customers with the convenience of one stop shopping  privileges.  We
use a computerized  data base system which enables  management to monitor sales,
purchases and inventory status.  Historically,  we have not experienced problems
with product  shelf lives,  as most products we sell are not  perishable.  Those
products that are perishable  generally can be returned to the  manufacturer  if
they are not sold by the expiration date. We also lease an approximately 105,000
square foot facility in Saugus,  California and a 10,000 square foot facility in
Miami, Florida.

          We contract with local  carriers and  independent  trucking  agents to
make deliveries to our customers.  From the time it is placed,  a customer order
will generally be shipped within 48 hours.

          Work in the  warehouse  is cyclical and workers are trained in several
tasks so that they can be rotated to fill the jobs where they are most needed.

          Since we  acquired  selected  assets of Russ  Kalvin,  Inc. in October
1995, we have  consolidated  operations  and reduced  overhead,  and  positioned
ourself to market and  manufacture  quality hair and skin care products to major
retailers such as J.C. Penney,  Bath and Body Works,  Sears Roebuck,  & Co., and
other specialty retailers. We have consolidated all administrative  functions of
Russ Kalvin into our Brentwood,  New York facility. In addition, we have 105,000
square feet of leased space in Saugus,  California  which is used to manufacture
and  distribute  upscale  private  label hair and skin care  products  for major
retailers.

MANAGEMENT INFORMATION AND CONTROL SYSTEM

        We use a proprietary, computerized database management system which
collects, integrates and analyzes data concerning sales, order processing,
shipping, purchases, receiving, inventories and financial reporting. At any
given time, we are able to determine the quantity of each item in inventory by
brand, style, cost, list price and other characteristics. Our system also
provides our telemarketing professionals


                                      -5-
<PAGE>

with immediate product availability and gross margin information  on-screen when
receiving  customer orders.  This system allows us to provide our customers with
real-time  inventory and pricing  information and to ship orders within 48 hours
of receipt, which allows our customers to better manage their inventory.

          The  computerized  system enables us to better manage our inventories.
It keeps a running inventory of goods on hand for each item we distribute.  When
the inventory of any item drops to a certain pre-set level, a purchase order for
a set number of additional units of the item is automatically written and, after
being reviewed by management, is sent directly to the manufacturer.  We recently
engaged J.D. Edwards & Company a software technology provider to upgrade Allou's
EDP  systems.   The   implementation   of  this   technology  will  provide  the
technological infrastructure required to meet Allou's goal for future growth.

COMPETITION

          The  distribution  of health  and  beauty aid  products  is  extremely
competitive.  We compete with  pharmaceutical  wholesalers that carry health and
beauty aid  products  as an  accommodation  for their  customers.  Many of these
wholesalers have greater  financial and other resources than we do. However,  to
our  knowledge,  there is no  significant  competitor  which  distributes to its
customers  the  assortment  of  fragrances,  cosmetics and health and beauty aid
products  that we  distribute.  We  believe  that we compete on the basis of the
services  we provide to our  customers  which  include  quick  delivery  and low
minimum order requirements.

          The  distribution  of fragrance and high priced cosmetic items is also
very  competitive.  We compete  to obtain  our  fragrances  and  cosmetics  from
manufacturers  and importers  who also supply  competing  distributors  and sell
directly  to  retailers.  We compete on the basis of price and the  services  we
provide to our  customers,  which include  quick  delivery and low minimum order
requirements.

          In addition,  we face intensive  competition with respect to marketing
our own brand of health and  beauty aid  products  and the Russ  Kalvin  generic
brand of hair and skin care  products.  We compete  with major health and beauty
aid companies, as well as hair and skin care companies who have well-established
product  lines,  spend large sums for  advertising  and  marketing  and have far
greater  financial  and other  resources  than we do. We also compete with these
companies for shelf space and product placement in various retail outlets.

EMPLOYEES

          As of March 31, 2001, we employed  approximately 295 persons on a full
time  basis,  including  5 in  executive  positions,  13  in  purchasing,  46 in
marketing and sales, 89 in administration  and accounting,  and 142 in warehouse
and  receiving.  Some of our sales  personnel are partially paid on a commission
basis. During peak selling seasons we also employ part-time personnel.

          We are a party to a collective  bargaining agreement expiring December
14, 2003 with the National  Organization of Industrial  Trade Unions covering 85
of our warehouse  and  receiving  employees.  We have not  experienced  any work
stoppages. We believe our relations with our employees are satisfactory.

TRADENAMES AND TRADEMARKS

          We use the  unregistered  tradename  for our  brand  "Allou  Brand" on
generic products that we distribute. With the introduction of additional generic
products,  we may adopt other  unregistered  tradenames and  trademarks.  During
fiscal  1996,  we acquired the patents,  trademarks  and all other  intellectual
property of Russ Kalvin, Inc. We believe that no single trademark,  tradename or
servicemark is material to our business as a whole.


                                      -6-
<PAGE>

GOVERNMENT REGULATION

          The United States Food,  Drug and Cosmetic Act and the Fair  Packaging
and  Labelling  Act regulate  the purity and  packaging of health and beauty aid
products and fragrances and cosmetic products. Similar statutes are in effect in
various states. Manufacturers and distributors of health and beauty aid products
are also  subject to the  jurisdiction  of the  Federal  Trade  Commission  with
respect to matters such as advertising content and other trade practices. To our
knowledge, we only distribute products produced by manufacturers who comply with
those  regulations  and who  periodically  submit their  products to independent
laboratories for testing. However, the failure by our manufacturers or suppliers
to comply with applicable government regulations could result in product recalls
that could adversely affect our relationships  with our customers.  In addition,
the extent of potentially adverse government  regulations which might arise from
future legislation or administrative action cannot be predicted.

          Some of the products that we manufacture  contain  alcohol and certain
active  ingredients  which are  regulated by the Bureau of Alcohol,  Tobacco and
Firearms and the Food and Drug Administration.  We have obtained the appropriate
licenses from these agencies in order to comply with applicable regulations.

ITEM 2. PROPERTIES

          We lease approximately  157,000 square feet of space for our principal
executive offices,  warehouse and distribution facilities and sales headquarters
in the Brentwood Industrial Park, 50 Emjay Boulevard, Brentwood, New York 11717.
We have a ten-year lease which expires on May 31, 2005, and includes a five-year
option for  renewal.  The base annual  rental of the  property is  approximately
$500,000 with  additional  charges for  insurance,  fuel and taxes and increases
during the initial term of the lease. We also lease approximately 105,000 square
feet of space in Saugus,  California to manufacture and distribute hair and skin
care  products.  This space is leased  through two leases.  One lease,  covering
approximately 27,800 square feet, expires on September 30, 2010, with a ten-year
option for  renewal  at a base  annual  rental of  approximately  $333,173  with
additional  charges for insurance,  fuel, taxes and increases during the initial
term of the lease. The other lease,  covering  approximately 25,000 square feet,
expires on May 31,  2010,  with a ten-year  option for  renewal at a base annual
rental of  approximately  $108,000,  with an additional  surcharge of $2,000 per
month from May 2001 to April 2003 and additional  charges for  insurance,  fuel,
taxes and  increases  during the initial  term of the lease We also lease 10,000
square  feet of space in Miami,  Florida,  which  expires on April 30, 2003 at a
base annual rent of  approximately  $156,000 for  warehousing  and  distribution
purposes.

ITEM 3. LEGAL PROCEEDINGS

          We are a party  to a  number  of legal  proceedings  all of which  are
routine litigation incidental to our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          During the fourth  quarter of the fiscal year  covered by this Report,
no matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise.


                                      -7-
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
------------------

          Our  Class A common  stock is listed on the  American  Stock  Exchange
under the symbol "ALU".  There is no  established  public trading market for our
Class B common Stock.

          The following  table sets forth the quarterly high and low sales price
of the Class A common stock during our last two fiscal years:

                                                                  HIGH      LOW
                                                                  ----      ---

Fiscal year ending March 31, 2000:
Quarter  ending June 30, 1999 ...........................        $14.250  $7.625
Quarter  ending  September 30, 1999 .....................          7.375   5.375
Quarter ending  December 31, 1999 .......................          8.750   5.375
Quarter  ending  March 31, 2000 .........................          9.500   6.312


                                                                  HIGH      LOW
                                                                  ----      ---
Fiscal year ending March 31, 2001:
Quarter  ending June 30, 2000 ...........................        $ 8.250  $5.625
Quarter  ending  September 30, 2000 .....................          7.312   5.125
Quarter ending  December 31, 2000 .......................          5.500   3.125
Quarter  ending  March 31, 2001 .........................          5.750   3.375
Quarter  ending June 30,  2001  .........................          4.950   3.160


Holders
-------

          As of June 29,  2001,  there  were 83 holders of record of our Class A
common stock and four (4) holders of record of our Class B common  stock.  Based
upon conversations with brokers, management believes that there are in excess of
1,000 beneficial owners of the Class A common stock.

Dividends
---------

          We have not paid a dividend  on our shares of Class A common  stock or
Class B  common  stock  and  have no  present  expectation  of  doing  so in the
foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

          During  fiscal  2001,  we  issued  to  an  institutional  investor  an
aggregate  of  $15,000,000  of 12% senior  subordinated  notes due July 2005 and
seven year warrants to purchase an aggregate of 1,700,000  shares of our Class A
Common Stock at $4.50 per share.  The exercise  price of the warrants is subject
to increase if we meet certain earnings and revenue  targets.  In the event that
these  warrants have not been  converted to common stock,  the investor may have
the right, under certain circumstances, which are based on financial results for
the years ending  March 31, 2002 and 2003,  to put the warrants to us after five
years at a price of $8 per warrant.  These  warrants  were  initially  valued at
$4,314,006  using the  Black-Sholes  Pricing  Model.  The  initial  value of the
warrants  was  established  as a discount  to the  subordinated  debt,  and this
discount is being accreted over the life of the subordiniated notes. Included in
interest expense for fiscal 2001 is $557,066, representing such accretion.

                                      -8-
<PAGE>

          On January 2, 2000, we issued 75,472 shares of Class A common stock to
the  shareholders  of  Tri-State  Pharmaceutical  Consultants  Corp.  as partial
consideration  for  the  purchase  of  assets.  The  issuance  and  sale  of the
securities set forth above are exempt from registration under the Securities Act
in  reliance  upon  Section  4(2) of the  Securities  Act as a  transaction  not
involving a public offering.


                                      -9-
<PAGE>

ITEM 6.     SELECTED FINANCIAL DATA, INCOME STATEMENT DATA:

<TABLE>
<CAPTION>

                                                                       Years Ended March 31,
                                                   2001          2000       1999(1)        1998(1)         1997
                                                   ----          ----       ----           -----           ----

                                                            (In thousands, except for per share data)
<S>                                            <C>           <C>           <C>           <C>           <C>
Revenues                                       $548,147      $421,047      $334,175      $301,092      $285,311
Costs of revenues                               482,590       367,964       289,637       262,237       250,843
                                               --------      --------      --------      --------      --------

Gross profit                                     65,557        53,083        44,538        38,855        34,468
Warehouse and delivery expense                   15,121        12,307        10,279         9,288         8,592
Selling, general and
  administrative expense                         21,946        18,520        14,707        13,264        12,766
                                               --------      --------      --------      --------      --------
Income from operations                           28,490        22,256        19,552        16,303        13,110
Interest and other                               24,444        10,874         9,647         8,470         6,567
                                               --------      --------      --------      --------      --------
Income from operations
  before income taxes                             4,046        11,382         9,905         7,833         6,543
                                               --------      --------      --------      --------      --------
Discontinued operations, net
  of income taxes                                     -         7,916      (  4,599)     (    576)
                                               --------      --------      --------      --------
Net income                                     $  2,458      $ 14,959      $  1,348      $  4,280      $  4,059
                                               ========      ========      ========      ========      ========
Net income per common share (2)
Basic:
Operations                                     $    .36      $   1.05      $    .98      $    .84      $    .71
Discontinued operations                               -          1.17      (    .76)     (    .10)            -
                                               --------      --------      --------      --------      --------
                                               $    .36      $   2.22      $    .22      $    .74      $    .71
                                               ========      ========      ========      ========      ========
Diluted:
Operations                                     $    .34      $    .97      $    .87      $    .81      $    .70
Discontinued Operations                               -          1.08       (   .67)     (    .09)            -
                                               --------      --------      --------      --------      --------
                                               $   .34       $   2.05      $    .20      $    .72      $    .70
                                               ========      ========      ========      ========      ========
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA:
                                                                         As of March 31,
                                                   2001          2000          1999          1998          1997
                                                   ----          ----          ----         -----          ----
<S>                                            <C>           <C>           <C>           <C>           <C>
Cash                                           $    264      $     51      $    400      $     47      $     77
Working capital                                  83,412        64,725        52,192        43,959        42,052
Total assets                                    291,764       259,955       219,907       178,384       161,348
Total long-term liabilities                      17,697         1,640           724         1,354         1,841
Total liabilities                               212,789       183,799       159,571       125,771       113,121
Stockholders' equity                             78,975        76,157        60,336        52,613        48,227

</TABLE>


----------
(1) As a  result  of our the  sale of our  majority  interest  in The  Fragrance
Counter Inc., the statements of income for the prior years have been restated to
segregate the net results of continued and discontinued operations.

(2) Net income per common share for fiscal 1997 and prior periods have been
restated in accordance with Financial Accounting Standards No. 128, "Earnings
Per Share, which requires presentation of basic earnings per share and diluted
earnings per share.


                                      -10-
<PAGE>
<TABLE>
<CAPTION>

                                              SELECTED QUARTERLY FINANCIAL DATA
                                                         (unaudited)

                                    First          Second           Third          Fourth
                                    Quarter         Quarter         Quarter         Quarter           Total
                                    -------         -------         -------         -------           -----

<S>                                  <C>             <C>             <C>             <C>             <C>
March 31, 2001
--------------
Revenues                             $134,664,654    $132,250,479    $140,652,706    $140,579,114    $548,146,953

Net income (loss)                    $  2,088,762    $  1,805,248    $  1,110,741    $( 2,546,384)   $  2,458,367
                                     ============    ============    ============    ============    ============
Earnings per common share - basic
      Basic                                 $ .31           $ .27           $ .16          $ (.38)          $ .36
                                            =====           =====           =====          ======           =====

Earnings per common share - diluted
      Diluted                               $ .29           $ .24           $ .16          $ (.35)          $ .34
                                            =====           =====           =====          ======           =====

-----------------------------------------------------------------------------------------------------------------
March 31, 2000
--------------
Revenues                              $78,147,211    $101,011,666    $108,094,099    $133,793,797    $421,046,773

Income from
 continuing operations                  1,335,745       2,063,686       1,915,933       1,728,184       7,043,548
Income (loss) from
 discontinued operations               12,796,461           - 0 -           - 0 - (a)(  4,880,824)      7,915,637

Net income (loss)                     $14,132,206   $   2,063,686   $   1,915,933   $(  3,152,640)    $14,959,185
                                       ==========    ============    ============     ===========      ==========


Earnings per common share - basic
  Continuing operations                    $  .20           $ .31           $ .29           $ .25           $1.05
  Discontinued operations                    1.93           - 0 -           - 0 -            (.76)           1.17
                                             ----           -----           -----             ---            ----

      Net income (loss)                     $2.13           $ .31           $ .29           $(.51)          $2.22
                                             ====            ====            ====             ===            ====

Earnings per common shares - diluted
  Continuing operations                    $  .18           $ .29           $ .27           $ .24          $  .98
  Discontinued operations                    1.69           - 0 -           - 0 -            (.61)           1.08
                                             ----           -----           -----             ---            ----

      Net income (loss)                     $1.87           $ .29           $ .27           $(.37)          $2.06
                                             ====            ====            ====             ===            ====
</TABLE>


a) Reflects an adjustment due to the Company's 100% valuation  allowance against
its note receivable net of taxes. (see note 2 of the financial statements)

     Earnings  per  common  share  are  computed  independently  for each of the
quarters  presented.  Therefore,  the  sum of the  quarterly  per  common  share
information may not equal the annual earnings per common share.


                                      -11-
<PAGE>

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
          RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

FISCAL 2001 COMPARED TO FISCAL 2000

     Revenues.  Revenues  for the fiscal  year ended  March 31,  2001  increased
$127.1  million to $548.1  million,  representing  a 30.2% gain as  compared  to
revenues  of $421.0  million for the fiscal  year ended  March 31,  2000,  which
resulted  from a blended  increase in revenues from the segments of our business
as described  below.  The  increased  demand for our products  resulted  from an
expanded customer base and increases in same store sales.

     Contributions  to this  increase  in  revenues  by  product  segment  is as
follows:  health and beauty aids sales increased 5.0% in fiscal 2001 compared to
fiscal 2000 due to increases in same store sales.  Prestige  designer  fragrance
sales  increased  5.5% in fiscal 2001 compared to fiscal 2000 due to an increase
in same store sales.  Nationally advertised branded  non-perishable food product
sales  decreased 26% in fiscal 2001,  when  compared to fiscal 2000,  because of
smaller  quantities of promotionally  priced  non-perishable  food products were
available   from  our  vendors  during  fiscal  2000.   Sales  of   prescription
pharmaceuticals  increased 108% in fiscal 2001 when compared to prior year. This
increase is largely due to increased  sales  resulting  from our  acquisition of
Tri-State  Pharmaceutical  Consultants  Corporation which was consummated during
the fourth quarter of fiscal year 2000. This acquisition has enabled the company
to  become  a  national  distributor  of  prescription  pharmaceuticals  thereby
expanding our customer base resulting in a substantial increase in sales.

     Cost of Goods Sold.  Cost of goods sold for the fiscal year ended March 31,
2001  increased as a  percentage  of revenues to 88.0% from 87.4% for the fiscal
year ended March 31,  2000.  This  increase  in the cost of goods sold  resulted
primarily from decreased  profit margins  associated  with the  distribution  of
pharmaceutical products.

     Warehouse,   Delivery,   Selling,   General  and  Administrative  Expenses.
Warehouse, Delivery, Selling, General and Administrative expenses for the fiscal
year ended March 31, 2001 increased  $6.2 million to $37.0  million,  or 6.8% of
sales,  as compared to expenses of $30.8 million or 7.3% of sales for the fiscal
year ended March 31, 2000. This increase was largely due to marketing,  delivery
and warehouse  expenses  associated  with our  wholly-owned  pharmaceutical  and
manufacturing subsidiaries.

     Interest Expense. Interest expense for the fiscal year ended March 31, 2001
increased  $7.9 million to $18.8  million or 3.4% as a percentage  of sales,  as
compared to $10.9  million,  or 2.6%,  for the fiscal year ended March 31, 2000,
due to  increased  borrowings  at a higher rate and non-cash  interest  from the
warrant discount accretion of approximately $600,000.

     Net  Income.  Our net  income  for the fiscal  year  ended  March 31,  2001
decreased $12.5 million to $2.5 million or 839% as compared to $14.9 million for
the fiscal year ended March 31, 2000. This decrease in net income is due in part
to our Internet  investments  totaling  $5,642,678  which  management
determined had become permanently  impaired thus incurring to take a loss on the
investment.  Additionally,  an increase in the interest expense of approximately
72%  contributed  to  these  decreased  earnings.  Net  income  from  operations
(excluding write-offs of investments in discontinued operations) for fiscal 2001
is $5,890,404 or 82 cents per share when compared to net income from  continuing
operations  for fiscal year ended March 31, 2000 of  $7,043,548  or 97 cents per
share.  Net income for fiscal 2001 is $2,458,367 or 34 cents per diluted  share,
when  compared to  $14,959,185  or $2.05 per diluted share for the same period a
year-earlier.


                                      -12-
<PAGE>

FISCAL 2000 COMPARED TO FISCAL 1999

     Revenues. Revenues for the fiscal year ended March 31, 2000 increased $86.9
million to $421.0 million,  or 26% as compared to revenues of $334.2 million for
the fiscal year ended March 31, 1999,  which  resulted from  increased  revenues
from all segments of our business as described  below.  The increased demand for
our products  resulted from an expanded  customer base,  increases in same store
sales and through revenues generated as a result of our acquisition of Tri-State
Pharmaceutical  Consultants,  Corp.,  consummated  during the fourth  quarter of
fiscal 2000.

     Contributions  to this  increase  in  revenues  by  product  segment  is as
follows:  health and beauty aids increased 19% in fiscal 2000 compared to fiscal
1999 due to increases in same store sales and expanded  customer base.  Prestige
designer  fragrances  grew 20% in fiscal 2000  compared to fiscal 1999 due to an
increase in same store sales and an expanded  customer base, thus increasing the
volume of products  sold.  Nationally  advertised  branded  non-perishable  food
products  increased 38% in fiscal 2000, when compared to fiscal 1999, because of
greater  quantities  of  promotionally  priced  non-perishable  food  items were
available  to us from our vendors  during  fiscal  2000.  Sales of  prescription
pharmaceuticals increased 135% in fiscal 2000 when compared to the prior year.

     Cost of Goods Sold.  Cost of goods sold for the fiscal year ended March 31,
2000  increased as a percentage of revenues to 87.4% from 86.7% for the restated
fiscal  year  ended  March 31,  1999.  This  increase  in the cost of goods sold
resulted   primarily  from  decreased   profit  margins   associated   with  the
distribution of pharmaceutical products.

     Warehouse,   Delivery,   Selling,   General  and  Administrative  Expenses.
Warehouse, Delivery, Selling, General and Administrative expenses for the fiscal
year ended March 31, 2000 increased  $5.3 million to $30.8  million,  or 7.3% of
sales when compared to expenses of $24.9 million or 7.5% of sales for the fiscal
year ended March 31, 1999. This increase was largely due to marketing,  delivery
and  warehouse   expenses   associated  with  our   wholly-owned   manufacturing
subsidiary, Allou Personal Care Corporation.

     Interest Expense. Interest expense for the fiscal year ended March 31, 2000
increased  $1.2 million to $10.9  million or 2.6% as a percentage  of sales when
compared to $9.6 million or 2.9% for the fiscal year ended March 31, 1999 due to
increased borrowings at a higher rate.

     Net  Income.  Our net  income  for the fiscal  year  ended  March 31,  2000
increased  $13.6  million to $14.9 million or 901% when compared to $1.3 million
for the fiscal year ended March 31, 1999.  This increase in net income is due in
part to the sale of a majority  interest in our Internet  subsidiary  during the
first  quarter of fiscal  2000.  Our  independent  auditors in  accordance  with
generally accepted  accounting  standards  restated the financial  statements of
fiscal  1999,  to reflect  the gains and losses  resulting  from the sale of our
majority  interest  in our  Internet  subsidiary.  Therefore,  net  income  from
continuing  operations  restated for fiscal 2000 is  $7,043,548  or 97 cents per
share when compared to a restated income from  continuing  operations for fiscal
year  ended  March  31,  1999 of  $5,946,878.  Net  income  for  fiscal  2000 is
$14,959,185  or $2.05 per share,  when  compared to  $1,347,855  or 20 cents per
share for the same period a year-earlier.

LIQUIDITY AND CAPITAL RESOURCES

     Cash  increased  $212,463 to $263,774 at March 31, 2001 from $51,311 at the
beginning of the fiscal year.



                                      -13-
<PAGE>

     Our working  capital  increased $18.6 million to $83.4 million at March 31,
2001 from $64.7  million at March 31,  2000,  primarily  due to an  increase  in
accounts receivable and inventories.

     At March 31, 2001 we had $170.7  million in  borrowings  and  approximately
$14.3  million of unused  credit under our $185  million  credit  facility.  Our
credit  facility is secured by a security  interest in certain of our assets and
properties   including  the  capital  stock  of  certain  of  our  subsidiaries.

     We require capital  principally to grow the business  through  acquisition,
expansion  of current  operations,  to pay off debt,  and for general  operating
purposes.  We currently  estimate  capital  expenditures of  approximately  $5.0
million per annum are required to  adequately  maintain our current  operations.

     Our  primary  sources  of  liquidity  are  expected  to be cash  flows from
operations  and our  financing  agreement  with a consortium of banks led by the
Fleet Capital Corp. for financing our accounts  receivable  and inventory  under
our $185 million bank line of credit.  The loan is collaterized by our inventory
and accounts receivable. Interest on the loan balance is payable monthly at .75%
per annum  above the prime rate or 2.5% per annum above the  Eurodollar  rate at
our option. The effective interest rate charged to us at March 31, 2001 was 8.4%
which was based on a  combination  of 2.5%  above the  Eurodollar  rate and .75%
above the prime  rate.  We utilize  cash  generated  from  operations  to reduce
short-term  borrowings,  which  in  turn  acts  to  increase  loan  availability
consistent  with our  financing  agreement.  On May 7, 2001 we  entered  into an
agreement  with our  consortium  of banks to  extend  the  maturity  date of our
banking facility to September 4, 2001. During this period our credit facility is
$180 million and interest is payable  monthly at a rate of 1.75% per annum above
the prime rate or 3.50% per annum above the Eurodollar rate. On June 28, 2001 we
received   notification   that  the  credit  committee  of  Congress   Financial
Corporation has approved  financing a $200 million  revolving  credit  facility.
This  facility  will  have a term of three  years and is  contemplated  to close
within forty five days of credit committee approval,  which occurred on June 27,
2001.  Interest on the new facility  will be .25% per annum above the prime rate
or at our option 2.75% per annum above the Eurodollar rate.

     Based upon current levels of operations and anticipated  growth,  we expect
that sufficient  cash flows will be generated from operations so that,  combined
with other  financing  sources we will be able to meet all of our debt  service,
capital expenditure and working capital requirements for the next twelve months.

     Operations for the year ended March 31, 2001,  excluding  non-cash  charges
for   depreciation  and  amortization  and  deferred  income  taxes,  and  asset
impairment  provided  cash  of  $9.8  million.   Other  changes  in  assets  and
liabilities  resulting  from  operating  activities for the year ended March 31,
2001  used  cash of  $44.0  million,  resulting  in net cash  used in  operating
activities of $34.2 million.  Investing activities,  which principally consisted
of acquisitions of property,  plant and equipment,  resulted in a use of cash of
$994,308 for the year ended March 31,  2001.  For the year ended March 31, 2001,
financing activities provided cash of $35.4 million,  principally  consisting of
increased       borrowing      and      issuance      of      common      stock.

INFLATION AND SEASONALITY

     Inflation has not had any  significant  adverse effects on our business and
we do not believe it will have any  significant  effect on our future  business.
Our  fragrance  business is seasonal,  with greater  sales during the  Christmas
season  than in  other  seasons.  Our  other  product  lines  are not  seasonal.

                                      -14-
<PAGE>


ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        None.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this time is set forth in the Financial
Statements, commencing on page F-1 included herein.

ITEM 9.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

        None.

                                    PART III

     The information called for by Part III (Items 10,11,12 and 13) is
incorporated by reference to such information as it will be included in our
definitive Proxy Statement with respect to our 2001 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended.

                                     PART IV

ITEM 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K.

        (a)     Documents filed as part of this Report.
<TABLE>
<CAPTION>
<S>                                                                            <C>
                1. Financial Statements                                      Page
                                                                             ----
                   Reports of Independent
                   Public Accountants........................................F-1, F-2

                   Consolidated Balance Sheets -- March 31, 2001 and
                   2000......................................................F-3

                   Consolidated Statements of Income -- Years ended March 31,
                   2001, 2000 and 1999.......................................F-4

                   Consolidated Statements of Stockholders' Equity -- Years
                   ended March 31, 2001, 2000 and 1999.......................F-5

                   Consolidated Statement of Cash Flows -- Years ended
                   March 31, 2001, 2000 and 1999.............................F-6

                   Notes to Consolidated Financial Statements................F-7

                 2. Financial Statement Schedules

                   Report of Independent Public Accountants on
                   Schedule..................................................S-1, S-2


                                      -15-
<PAGE>

                   Schedule II - Valuation and Qualifying Accounts
                   and Reserve...............................................S-3
</TABLE>

     (b) Reports on Form 8-K.

     No reports on Form 8-K were filed by the Registrant during the last quarter
of the period covered by this Report.

     (c) Exhibits.

     The following Exhibits are filed as a part of this Report:

Exhibit No.                  Description
-----------                  -----------

3.1     Certificate of Incorporation of the Registrant as amended on October 19,
        1998 and currently in effect (filed as Exhibit 3.1 to Registrant's
        Annual Report on Form 10-K/A for the fiscal year ended March 31, 2000
        Commission File No. 1-10340 and incorporated herein by reference).

3.2     By-Laws of the Registrant (filed as Exhibit 3b to Registration Statement
        No. 33-26981 on Form S-1 ("Registrant's Form S-1"), and incorporated
        herein by reference).

10.4    Employment Contract dated as of June 30, 1996 between the Registrant and
        Ramon Montes (filed as Exhibit 10.3 to Registrant's Quarterly Report on
        Form 10-Q for the fiscal quarter ended June 30, 1996 Commission File No.
        1-10340 and incorporated herein by reference).

10.5    Amended and Restated 1989 Incentive Stock Option Plan (filed as Exhibit
        10(e) to Registrant's Annual Report on From 10-K for the fiscal year
        ended March 31, 1990 Commission File No. 1-10340 and incorporated herein
        by reference).

10.6    1991 Stock Option Plan (filed as Exhibit 10(e)(1) to Registrant's
        Post-Effective Amendment No. 1 to Registrant's Form S-1 and incorporated
        herein by reference).

10.7    1992 Stock Option Plan (filed as Exhibit 10(e)(2) to Registrant's Annual
        Report on From 10-K for the fiscal year ended March 31, 1993 Commission
        File No. 1-10340 and incorporated herein by reference).

10.8    1995 Nonqualified Stock Option Plan (filed as Exhibit A to Registrant's
        1996 Definitive Proxy Statement on Schedule 14A Commission File No.
        1-10340 and incorporated herein by reference).

10.9    1996 Stock Option Plan (filed as Exhibit B to Registrant's 1996
        Definitive Proxy Statement on Schedule 14A Commission File No. 1-10340
        and incorporated herein by reference).

10.10   Lease Agreement dated December 8, 1993 between Allou Distributors, Inc.
        and Brentwood Distribution Co. (filed as Exhibit 10(f) to Registrant's
        Annual Report on Form 10-K for the fiscal year ended March 31, 1995
        Commission File No. 1-10340 ("1995 Form 10-K") and incorporated herein
        by reference).

10.11   Lease Agreement dated March 4, 1980 between Registrant and Pueblo
        Supermarkets, Inc. (filed as Exhibit 10g to Registrant's Form S-1 and
        incorporated herein by reference).

                                      -16-
<PAGE>

10.12   Lease Agreement dated January 1, 1993 between M. Sobol, Inc. and Simon
        and Barbara J. Mandell (filed as Exhibit 10(g) to Registrant's Annual
        Report on Form 10-K for the fiscal year ended March 31, 1994 Commission
        File No. 1-10340 ("1994 Form 10-K") and incorporated herein by
        reference).

10.13   Agreement dated December 13, 1994 between Allou Distributors, Inc. and
        the National Organization of Industrial Trade Unions (filed as Exhibit
        10(i) to the Registrant's 1995 Form 10-K and incorporated herein by
        reference).

10.14   Agreement dated December 15, 1997 between Allou Distributors, Inc. and
        Local No. 1. (titled as Exhibit 10.14 to the Registrant's 1998 10-K and
        incorporated herein by reference).

10.15   Third Restated and Amended Revolving Credit and Security Agreement dated
        October 22, 1997 among BankBoston, N.A., IBJ Schroder Bank & Trust
        Company, Sanwa Business Credit Corporation, LaSalle Business Credit,
        Inc., Bank Leumi Trust Company of New York, The Dime Savings Bank of New
        York, FSB, The First National Bank of Maryland, Key Corporate Capital,
        Inc. (titled as Exhibit 10.15 to the Registrant's 1998 10-K and
        incorporated herein by reference).

10.16   Master Lease Finance Agreement dated as of April 24, 1996 between
        BankBoston Leasing Inc. and Allou Distributors, Inc. (filed as Exhibit
        10.14 to Registrant's 1996 10-K and incorporated herein by reference).

10.17   Fifth Restated and Amended Revolving Credit and Security Agreement dated
        May 5, 2000 among Fleet Capital Corporation, LaSalle Business Credit,
        Inc., Bank Leumi USA, Dime Commercial Corp., Allfirst Bank, Key
        Corporate Capital, Inc., American National Bank and Trust Company of
        Chicago, Webster Bank, Mellon Bank, N.A., Allou Health & Beauty Care,
        Inc. and Allou Distributors, Inc. (filed as Exhibit 17.1 to Registrant's
        Annual Report on Form 10-K/A for the fiscal year ended March 31, 2000
        Commission File No. 1-10340 and incorporated herein by reference).

*10.18  Fourth Amendment to the Fifth Restated and Amended Revolving Credit and
        Security Agreement dated May 7, 2001, among Fleet Capital Corporation,
        LaSalle Business Credit, Inc., Bank Leumi USA, Dime Commercial Corp.,
        Allfirst Bank, Key Corporate Capital, Inc., American National Bank and
        Trust Company of Chicago, Webster Bank, Mellon Bank, Allou Health &
        Beauty Care, Inc. and Allou Distributors, Inc.

21      Subsidiaries of the Registrant (filed as Exhibit 21 to Registrant's
        Annual Report on Form 10-K/A for the fiscal year ended March 31, 2000
        Commission File No. 1-10340 and incorporated herein by reference).

*23-1   Consent of Mayer Rispler & Company, P.C.

*23-2   Consent of Arthur Andersen LLP

----------------
* Filed herewith


                                      -17-
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its    behalf    by    the     undersigned,     thereunto    duly    authorized.

                                            ALLOU HEALTH & BEAUTY CARE, INC.

                                            By: /s/ Victor Jacobs
                                                --------------------------------
                                                   Victor Jacobs
                                                   Chairman of the Board

Dated:   June 28, 2001

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

      SIGNATURE                         TITLE                      DATE
      ---------                         -----                      ----


/s/ Victor Jacobs              Chairman of the Board               June 28, 2001
-------------------------
Victor Jacobs



/s/ Herman Jacobs
-------------------------
Herman Jacobs                  Chief Executive Officer and         June 28, 2001
                               Director



/s/ David Shamilzadeh          President, Chief Financial
-------------------------      Officer and Director                June 28, 2001
David Shamilzadeh



/s/ Jack Jacobs                Executive Vice President            June 28, 2001
-------------------------      and Director
Jack Jacobs



/s/ Jeffrey Berg               Director                            June 28, 2001
-------------------------
Jeffrey Berg


<PAGE>



/s/ Sol Naimark                Director                            June 28, 2001
-------------------------
Sol Naimark


/s/ Stuart Glasser             Director                            June 28, 2001
-------------------------
Stuart Glasser





                                      -2-

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Allou Health & Beauty Care, Inc.:

We have audited the accompanying consolidated balance sheet of Allou Health &
Beauty Care, Inc. (a Delaware corporation) and subsidiaries as of March 31,
2001, and the related consolidated statements of income, stockholders' equity
and cash flows for the fiscal year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Allou Health & Beauty Care,
Inc. and subsidiaries as of March 31, 2001, and the results of their operations
and their cash flows for the fiscal year then ended in conformity with
accounting principles generally accepted in the United States.


                                        /s/ ARTHUR ANDERSEN LLP
                                            ARTHUR ANDERSEN LLP


Melville, New York
July 2, 2001


                                                                             F-1
<PAGE>


                [LETTERHEAD OF MAYER RISPLER & COMPANY, P.C.]

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board of Directors & Stockholders:
Allou Health & Beauty Care, Inc.
Brentwood, New York

      We have audited the accompanying consolidated balance sheets of Allou
Health & Beauty Care, Inc. as of March 31, 2000 and 1999 and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the two-year period ended March 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Allou Health
and Beauty Care, Inc. at March 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the years in the two-year period ended
March 31, 2000, in conformity with generally accepted accounting principles. New
York, New York June 19, 2000

/s/ Mayer Rispler & Company, P.C.

Brooklyn, New York
June 19, 2000

                                                                             F-2
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETs
MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                  ASSETS                                       2001           2000
                                ----------                                ------------   ------------
<S>                                                                      <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                              $     263,774  $      51,311
  Accounts receivable, net of allowance for doubtful accounts of
    $1,337,075 and $1,285,000, respectively                                 85,579,734     75,853,958
  Inventories                                                              176,396,785    163,752,266
  Prepaid inventory purchases                                                9,187,510      2,942,409
  Prepaid income taxes                                                       3,042,904             --
  Other current assets                                                       2,996,330      3,547,312
  Deferred income taxes                                                      1,037,067             --
                                                                         -------------  -------------
               Total current assets                                        278,504,104    246,147,256

PROPERTY AND EQUIPMENT, net                                                  5,672,234      3,924,543
GOODWILL AND INTANGIBLE ASSETS, net                                          4,474,846      4,844,727
OTHER ASSETS                                                                 3,074,670      4,302,640
DEFERRED INCOME TAXES                                                           38,312             --
                                                                         -------------  -------------
               TOTAL ASSETS                                              $ 291,764,166  $ 259,219,166
                                                                         =============  =============

                   LIABILITIES & STOCKHOLDERS' EQUITY
                   ----------------------------------

CURRENT LIABILITIES:
  Line of credit                                                         $ 170,674,820  $ 148,470,692
  Current portion of long-term debt                                            915,010      1,831,547
  Accounts payable and accrued expenses                                     23,502,321     28,552,891
  Income taxes payable                                                              --      2,566,969
                                                                         -------------  -------------
               Total current liabilities                                   195,092,151    181,422,099
                                                                         -------------  -------------
LONG TERM LIABILITIES:
  Long-term debt                                                             1,959,369      1,640,222
  Subordinated debt                                                         11,243,060             --
  Common stock put warrants (Note 8)                                         4,359,925             --
  Deferred income tax liability                                                134,166             --
                                                                         -------------  -------------
               Total Long-term liabilities                                  17,696,520      1,640,222
                                                                         -------------  -------------
               TOTAL LIABILITIES                                           212,788,671    183,062,321
                                                                         -------------  -------------
COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY:
  Preferred Stock, $.001 par value; 1,000,000 shares authorized, none
    issued and outstanding                                                          --             --
  Class A Common Stock, $.001 par value; 15,000,000 shares authorized,
    5,636,484 and 5,566,273 shares issued and outstanding, respectively          5,636          5,566
  Class B Common Stock, $.001 par value; 2,200,000 shares authorized,
    1,200,000 shares issued and outstanding                                      1,200          1,200
  Additional paid-in capital                                                31,178,371     30,818,158
  Retained earnings                                                         47,790,288     45,331,921
                                                                         -------------  -------------
               TOTAL STOCKHOLDERS' EQUITY                                   78,975,495     76,156,845
                                                                         -------------  -------------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 291,764,166  $ 259,219,166
                                                                         =============  =============

The accompanying notes are an integral part of these consolidated balance sheets.
</TABLE>

                                                                             F-3
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2001, 2000, AND 1999

<TABLE>
<CAPTION>

                                                                  2001           2000            1999
                                                           -------------    -------------    -------------
<S>                                                        <C>              <C>              <C>
Revenues, net                                              $ 548,146,953    $ 421,046,773    $ 334,175,150
Costs of revenues                                            482,590,356      367,963,675      289,637,296
                                                           -------------    -------------    -------------
               Gross profit                                   65,556,597       53,083,098       44,537,854
                                                           -------------    -------------    -------------
OPERATING EXPENSES:
  Warehouse and delivery                                      15,120,997       12,306,859       10,279,515
  Selling, general and administrative                         21,945,537       18,519,681       14,706,612
                                                           -------------    -------------    -------------
               Total operating expenses                       37,066,534       30,826,540       24,986,127
                                                           -------------    -------------    -------------
               Income from operations                         28,490,063       22,256,558       19,551,727
                                                           -------------    -------------    -------------
OTHER (EXPENSE) INCOME:
  Interest expense, net                                      (18,801,734)     (10,902,244)      (9,655,427)
  Other                                                               --           28,234            9,098
  Loss on impairment of investments (Note 2)                  (5,642,678)              --               --
                                                           -------------    -------------    -------------
               Total                                         (24,444,412)     (10,874,010)      (9,646,329)
                                                           -------------    -------------    -------------
               Income before provision for income taxes        4,045,651       11,382,548        9,905,398

PROVISION FOR INCOME TAXES                                     1,587,284        4,339,000        3,958,520
                                                           -------------    -------------    -------------
INCOME FROM CONTINUING OPERATIONS                              2,458,367        7,043,548        5,946,878
                                                           -------------    -------------    -------------
DISCONTINUED OPERATIONS:
  Loss from discontinued operations, net of income taxes              --         (516,764)      (6,399,023)
  Gain on disposal of segment, net of income taxes                    --        8,432,401        1,800,000
                                                           -------------    -------------    -------------
               Gain (loss) on discontinued operations                 --        7,915,637       (4,599,023)
                                                           -------------    -------------    -------------
               NET INCOME                                  $   2,458,367    $  14,959,185    $   1,347,855
                                                           =============    =============    =============

EARNINGS (LOSS) PER COMMON SHARE - BASIC:
  Continuing operations                                    $         .36    $        1.05    $         .98
  Discontinued operations                                             --             1.17             (.76)
                                                           -------------    -------------    -------------
               Net earnings per common share               $         .36    $        2.22    $         .22
                                                           =============    =============    =============
EARNINGS (LOSS) PER COMMON SHARE - DILUTED:
  Continuing operations                                    $         .34    $         .97    $         .87
  Discontinued operations                                             --             1.08             (.67)
                                                           -------------    -------------    -------------
               Net earnings per common share               $         .34    $        2.05    $         .20
                                                           =============    =============    =============
SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE:
  Basic                                                        6,812,483        6,673,617        6,061,431
                                                           =============    =============    =============
  Diluted                                                      7,202,903        7,296,884        6,800,143
                                                           =============    =============    =============

</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.
                                                                             F-4
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIAIRES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                 Common Stock Shares         Common Stock Amounts
                                                 -------------------         --------------------           Additional
                                               Class A       Class B        Class A       Class B         Paid-in Capital
                                              ---------     ---------       -------      --------         ---------------

<S>            <C> <C>                        <C>           <C>             <C>          <C>                <C>
BALANCE, March 31, 1998                       4,569,850     1,200,000       $ 4,570      $  1,200           $ 23,582,240

  Net proceeds from exercise of                 102,605            --           102            --                701,852
common stock options
  Issuance of common stock                      666,667            --           667            --              5,672,677
  Net income                                         --            --            --            --                     --
                                              ---------     ---------       -------      --------           ------------

BALANCE, March 31, 1999                       5,339,122     1,200,000         5,339         1,200             29,956,769

  Issuance of common stock                       85,304            --            86            --                     --
  Net proceeds from exercise of common
    stock options                                66,375            --            66            --                360,696
  Issuance of common stock in connection
    with acquisition of Tri State
    Pharmaceutical Consultants Corp.
    (Notes 2 and 7c)                             75,472            --            75            --                500,693
  Net income                                         --            --            --            --                     --
                                              ---------     ---------       -------      --------           ------------

BALANCE, March 31, 2000                       5,566,273     1,200,000         5,566         1,200             30,818,158

  Net proceeds from exercise of common
    stock options                                35,440            --            35            --                110,248
  Issuance of common stock in connections
    with debt repayment to Tri State             34,771            --            35            --                249,965
    Pharmaceutical Consultants Corp.
    (Notes 2 and 7c)
  Net income                                         --            --            --            --                     --
                                              ---------     ---------       -------      --------           ------------

BALANCE, March 31, 2001                       5,636,484     1,200,000       $ 5,636      $  1,200           $ 31,178,371
                                              =========     =========       =======      ========           ============

                                                 Retained
                                                 Earnings          Total
                                                 --------          -----

BALANCE, March 31, 1998                       $ 29,024,881     $ 52,612,891

  Net proceeds from exercise of                         --          701,954
common stock options
  Issuance of common stock                              --        5,673,344
  Net income                                     1,347,855        1,347,855
                                              ------------     ------------
BALANCE, March 31, 1999                         30,372,736       60,336,044

  Issuance of common stock                              --               86
  Net proceeds from exercise of common
    stock options                                       --          360,762
  Issuance of common stock in connection
    with acquisition of Tri State
    Pharmaceutical Consultants Corp.
    (Notes 2 and 7c)                                    --          500,768
  Net income                                    14,959,185       14,959,185
                                              ------------     ------------
BALANCE, March 31, 2000                         45,331,921       76,156,845

  Net proceeds from exercise of common
    stock options                                       --          110,283
  Issuance of common stock in connections
    with debt repayment to Tri State                    --          250,000
    Pharmaceutical Consultants Corp.
    (Notes 2 and 7c)
  Net income                                     2,458,367        2,458,367
                                              ------------     ------------
BALANCE, March 31, 2001                       $ 47,790,288     $ 78,975,495
               === ====                       ============     ============
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                                                             F-5
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                        2001                  2000                 1999
                                                                   ------------          ------------          ------------
<S>                                                                <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income from continuing operations                            $  2,458,367          $  7,043,548          $  5,946,878
  Adjustments to reconcile net income to net cash used in
    operating activities:
    Income (loss) from discontinued operations                               --             7,915,637            (4,599,023)
    Depreciation and amortization                                     2,033,136               939,198               832,613
    Deferred income taxes                                              (941,213)             (725,600)              832,000
    Asset impairment                                                  5,642,678                    --                    --
    Amortization of discount on subordinated debt                       557,066                    --                    --
    Non-cash change in value of contingent put warrants (Note 8)         45,919                    --                    --
    Decrease (increase) in operating assets:
      Accounts receivable                                            (9,725,776)          (25,691,508)           (6,044,539)
      Inventories                                                   (12,644,519)          (40,834,355)          (10,387,252)
      Other assets                                                  (14,469,085)           26,401,905           (24,679,102)
    Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                        (7,152,411)           (2,186,477)           20,761,274
                                                                   ------------          ------------          ------------
               Net cash used in operating activities                (34,195,838)          (27,137,652)          (17,337,151)
                                                                   ------------          ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment                                (994,308)             (712,090)             (891,390)
                                                                   ------------          ------------          ------------
               Net cash used in investing activities                   (994,308)             (712,090)             (891,390)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in line of credit                                     22,204,128            25,099,464            12,774,467
  Borrowings                                                         15,000,000             3,993,256               108,704
  Repayment of debt                                                  (1,911,802)           (1,953,373)             (676,513)
  Net proceeds from exercise of options and issuance of
    common stock                                                        110,283               361,616             6,375,298
                                                                   ------------          ------------          ------------
               Net cash provided by financing activities             35,402,609            27,500,963            18,581,956
                                                                   ------------          ------------          ------------

               Net increase (decrease) in cash                          212,463              (348,779)              353,415

CASH AND CASH EQUIVALENTS, beginning of year                             51,311               400,090                46,675
                                                                   ------------          ------------          ------------
CASH AND CASH EQUIVALENTS, end of year                             $    263,774          $     51,311          $    400,090
                                                                   ============          ============          ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for:
    Interest                                                       $ 18,050,106          $ 10,762,927          $ 10,162,264
                                                                   ============          ============          ============
    Income taxes                                                   $  8,108,953          $  5,279,000          $  1,474,304
                                                                   ============          ============          ============
  Non-cash financing activities:
    Notes issued                                                   $  1,563,533          $  2,873,369          $    108,764
                                                                   ============          ============          ============
    Common stock issued for business acquisition                   $         --          $    500,000          $         --
                                                                   ============          ============          ============
    Common stock issued for debt repayment (Note 7c)               $    250,000          $         --          $         --
                                                                   ============          ============          ============

</TABLE>

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

                                                                             F-6
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------

Description of Operations
-------------------------

Allou Health & Beauty Care, Inc., (the "Company") is a distributor of brand name
health and beauty aids, cosmetics, fragrances, grocery products and
pharmaceuticals. The Company also distributes generic brand health and beauty
aids and manufactures hair and skin care products. The Company sells these
products primarily to retailers throughout the United States.

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly-owned. All intercompany
transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents include cash and highly liquid investments with
original maturities of three months or less.

Revenue Recognition
-------------------

The Company recognizes revenues in accordance with SEC Staff Accounting Bulletin
No. 101, or other specific authoritative literature, as applicable. Accordingly,
revenues  from  merchandise  sales are recorded  when all four of the  following
critieria  are met:  (i)  persuasive  evidence of an  arrangement  exists;  (ii)
delivery has occurred or services have been rendered;  (iii) the Company's price
to the buyer is fixed or  determinable;  and (iv)  collectibility  is reasonably
assured.  The Company reports its sales levels on a net revenue basis,  with net
revenues  being  computed by deducting  from gross revenues the amount of actual
sales  returns  and the amount of reserves  established  for  anticipated  sales
returns.

The Company's shipping and handling costs, billed to customers,  are included in
revenue in accordance  with Emerging Issues Task Force ("EITF") issue No. 00-10,
"Accounting for Shipping and Handling Revenues and Costs.".  The purpose of this
issue  discussion  was to clarify the  classification  of shipping  and handling
revenues  and costs.  The  consensus  reached was that all shipping and handling
billed to  customers  should be recorded as  revenue.  Accordingly,  the Company
records  its  shipping  and  handling  amounts  within  net sales and  operating
expenses. Shipping and handling billed to customers and included in revenues for
fiscal 2001,  2000,  and 1999 was not  material.  Shipping  and  handling  costs
totaled approximately $4,743,858, $4,233,624, and $3,658,229 for the years ended
March 31, 2001, 2000 and 1999, respectively.

Fair Value of Financial Instruments
-----------------------------------

The carrying values of financial instruments approximate fair value due to the
relatively short period of time between origination of the instruments and their
expected realization, or, in the case of notes payable, because the notes are at
interest rates competitive with those that would be available to the Company in
the current market environment. See Note 8 for a description of the Company's
accounting for contingent put warrants issued in fiscal 2001 in connection with
subordinated debt, the value of which has been marked to market. At March 31,
2001, the carrying value of all other financial instruments approximated fair
value.

Concentration of Credit Risk
----------------------------

The Company extends credit based on an evaluation of the customer's financial
condition, generally without requiring collateral. Exposure to losses on
receivables is principally dependent on each customer's financial condition. The
Company monitors its exposure for credit losses and maintains allowances for
anticipated losses.

Concentration of credit risk with respect to trade accounts receivable is
limited due to the number of entities and the size of those entities comprising
the Company's customer base, which is primarily in the United States. No single
customer accounted for more than 10% of the Company's consolidated net revenues
during fiscal years 2001, 2000 and 1999.

                                                                             F-7
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories
-----------

Inventories, which consist primarily of finished goods, are stated at the lower
of average cost method or market.

Long-Lived Assets
-----------------

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, " long-lived assets and certain identifiable intangibles are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An impairment would
be recorded in circumstances where undiscounted cash flows expected to be
generated by an asset are less than the carrying value of that asset. The
Company has performed a review of its long-lived assets and has determined that
no impairment of the respective carrying values has occurred as of March 31,
2001.

Property and Equipment
----------------------

Property and equipment are stated at cost. Depreciation is provided over the
estimated useful lives of the assets by use of straight-line and accelerated
methods.

Goodwill and Other Intangible Assets
------------------------------------

Goodwill, representing the excess of the purchase price over the fair value of
net assets acquired, is being amortized using the straight-line method, over
periods ranging from ten to forty years. The Company periodically performs
reviews to evaluate the recoverability of goodwill and other intangibles and
takes into account events or circumstances that warrant revised estimates of
useful lives or that indicate that an impairment exists. Management believes
that there is no impairment to recorded goodwill or other intangible assets as
of March 31, 2001.

Amortization of goodwill and other intangible assets charged to operations
amounted to $369,881, $148,073, and $76,239 for the years ended March 31, 2001,
2000 and 1999, respectively.

Income Taxes
------------

The provision for income taxes is determined in accordance with SFAS No. 109,
"Accounting for Income Taxes." Deferred tax assets and liabilities arise from
temporary differences between the tax bases of assets and liabilities and their
reported amounts in the consolidated financial statements that will result in
taxable or deductible amounts in future years (see Note 13).

Per Share Data
--------------

The Company follows the provisions of SFAS No. 128, "Earnings Per Share." Basic
net income per common share ("Basic EPS") is based on the weighted effect of all
common shares issued and outstanding, and is calculated by dividing net income
available to common stockholders by the weighted average shares outstanding
during the period. Diluted net income per common share ("Diluted EPS") is
calculated by dividing net income by the weighted average number of common
shares used in the basic earnings per share calculation plus the number of
common shares that would be issued assuming conversion of all potentially
dilutive common shares outstanding. SFAS No.128 requires the presentation of
both Basic EPS and Diluted EPS on the face of the consolidated statements of
income. See Note 14 for a description of the Company's calculation of earnings
per share.


                                                                             F-8
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Stock-Based Compensation
------------------------

The Company complies with the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," by continuing to apply the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
Financial Accounting Standards Board Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation" while providing the required
pro forma disclosures as if the fair value method had been applied.

Accordingly, no compensation expense has been recognized in the consolidated
financial statements for options granted with an exercise price at least equal
to market value at the date of grant or in connection with the Company's various
employee stock option plans (see Note 11).

Catalog Costs
-------------

The costs of producing and distributing the Company's principal catalogs, which
are produced periodically throughout the year, are charged to expense as
incurred.

Comprehensive Income
--------------------

The Company complies with the provisions of SFAS No. 130 "Reporting
Comprehensive Income", which established the reporting of comprehensive income
and its components. The adoption of this statement had no impact on the
Company's net income or shareholders' equity. For the fiscal years 2001, 2000
and 1999, the Company's operations did not give rise to items includable in
comprehensive income which were not already included in net income. Accordingly,
the Company's comprehensive income is the same as its net income for all periods
presented.

Research and Development
------------------------

Research and development costs associated with the Company's manufacturing
segment are expensed as incurred. Such costs were not material for the years
ended March 31, 2001, 2000 and 1999.

Derivative Instruments
----------------------

In June 1998, The Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. SFAS No. 133, as amended by SFAS No. 137, is effective for
all fiscal years beginning after June 15, 2000 and does not require retroactive
restatement of prior period financial statements. This statement requires the
recognition of all derivative instruments as either assets or liabilities in the
balance sheet measured at fair value. Derivative instruments will be recognized
as gains or losses in the period of change. If certain conditions are met where
the derivative instrument has been designated as a fair value hedge, the hedge
items may also be marked to market through earnings, thus creating an offset. If
the derivative is designed and qualifies as a cash flow hedge, the changes in
fair value of the derivative instrument may be recorded in comprehensive income.
The Company adopted this statement on April 1, 2001, and the impact of adoption
did not have a material effect on the Company's financial position.

See Note 8 for a description of the Company's accounting for contingent put
warrants issued in fiscal 2001 in connection with subordinated debt. The value
of these warrants has been accounted for as a derivative since issuance.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of the revenues and expenses during the
reported period. Actual results could differ from those estimates.


                                                                             F-9
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications
-----------------

Certain prior year amounts have been reclassified to conform to the current year
presentation.

2. ACQUISITIONS, INVESTMENTS AND DISPOSITIONS
   ------------------------------------------

On April 23, 1999, the Company sold a majority interest in The Fragrance Counter
Inc., then a wholly-owned subsidiary, for net proceeds of $11,296,584 in cash
and $8,900,000 in notes. $400,000 was due and paid in July 1999 and $8,500,000
was due in April 2000 with accrued interest. The Company retained a minority
interest in ibeauty.com, the successor to the Fragrance Counter Inc.

In April 2000, the Company was notified that the makers of the notes would not
honor their obligation. As a result, effective March 31, 2000, the Company
recorded a valuation allowance of $8,500,000 equal to the face value of the
notes. As a result of the sale, the Company recognized a gain of $8,432,401 net
of taxes in fiscal 2000, after the provision for the valuation allowance. At
March 31, 2001, the Company has determined that its minority interest in
ibeauty.com, successor to the Fragrance Counter Inc., has become permanently
impaired. Consequently, the Company has provided for a full allowance of
$3,000,000 in fiscal 2001.

On January 3, 2000,  the Company  purchased the  intangible  assets of Tri-State
Pharmaceutical  Consultants Corp., a pharmaceutical  wholesaler, for cash, stock
and notes payable (see Note 7) aggregating $ 2,873,368. The Company also entered
into an  employment  contract with  Tri-State's  former  principal  shareholder.
Proforma results of operations as if the acquisition had been completed by April
1, 1998 have not been  presented,  as the  impact on the  Company's  results  of
operations would not have been material.

On February 8, 2000, the Company entered into an agreement whereby it obtained a
50% interest in Discreet Medical Solutions, LLC ("DMS"), a company formed to
create an internet portal to provide on-line delivery of certain medical
products and content. The terms of the agreement required the Company to advance
up to $5,000,000 for general working capital purposes. During the fourth quarter
of fiscal 2001, the use of Discreet Medical Solutions as an internet portal was
abandoned, resulting in an impairment charge of $2,642,678, representing the
amount advanced and invested to date. No further investments or advances have
been made.

3. OTHER CURRENT ASSETS
   --------------------

<TABLE>
<CAPTION>

The components of other current assets are:

                                                               March 31
                                                         2001             2000
                                                   --------------   --------------
<S>                                                 <C>              <C>
    Interest bearing loans to officers (Note 15)    $   1,300,000    $   1,743,866
    Prepaid expenses and other                          1,696,330        1,803,446
                                                    -------------    -------------
                                                    $   2,996,330    $   3,547,312
                                                    =============    =============

4. PROPERTY AND EQUIPMENT
   ----------------------

Property and equipment consists of:
                                                       March 31,
                                                  2001            2000            Estimated Useful Lives
                                             ------------     -----------      ---------------------------
    Machinery and equipment                  $  2,971,003     $ 2,397,524      5 years
    Furniture, fixtures and office              3,648,480       3,138,250      5-10 years
    equipment
    Leasehold Improvements                      4,641,077       3,166,945      lesser of lease term or
                                             ------------     -----------      estimated useful life

                                               11,260,560      8,702,719

    Less:  Accumulated depreciation             5,588,326      4,778,176
                                             ------------     -----------
                                             $  5,672,234    $ 3,924,543
                                             ============    ===========
</TABLE>
                                                                            F-10
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Depreciation expense for the years ended March 31, 2001, 2000 and 1999 amounted
to $810,150, $627,454 and $664,706, respectively.

5. OTHER ASSETS
   ------------

The components of other assets are:
                                                             March 31,
                                                         2001          2000
                                                     ------------  ------------

    Interest bearing loans to officers (Note 15)     $  1,371,016  $     -
    Minority interest investment (Note 2)                  -          3,000,000
    Other                                               1,703,654     1,302,640
                                                     ------------  ------------
                                                     $  3,074,670  $  4,302,640
                                                     ============  ============


6.  LINE OF CREDIT
    --------------

The Company has a secured line of credit  agreement  with a consortium  of banks
expiring September 1, 2001. The financing  agreement provides for advances of up
to 85% of eligible  receivables and 60% of eligible  inventories  with aggregate
maximum  advances  of  $180,000,000.  Interest  on the loan  balance  is payable
monthly at 13/4% above the prime rate or 31/2% above the Eurodollar rate, at the
option of the Company.  The loan is  collateralized  by the  Company's  accounts
receivable  and  inventories.  In addition,  the Company is required to abide by
certain financial covenants. On May 7, 2001, the Company obtained a waiver which
amended these financial  covenants.  Accordingly,  effective March 31, 2001, the
Company is in compliance  with the amended  covenants.  The  effective  interest
rates  charged to the  Company at March 31,  2001 and 2000 were 7.85% and 7.96%,
respectively.

In accordance with EITF Issue No 95-22, "Balance Sheet Classification of
Borrowings Outstanding under Revolving Credit Agreement that Include both a
Subjective Acceleration Clause and a Lock Box Arrangement", the Company accounts
for the secured line of credit as a short-term obligation.

On June 28, 2001, the Company received notification that the credit committee of
a financial institution has approved financing a $200,000,000 revolving credit
facility. This facility will have a term of three years and it is contemplated
to close within forty five days of credit committee approval, which occurred on
June 27, 2001. Interest on the new facility will be .25% per annum above the
prime rate or at the Company's option 2.75% per annum above the Eurodollar rate.

7.  LONG-TERM DEBT
    --------------

Long-term debt consists of:

(a)  Notes collateralized by certain of the Company's equipment and leasehold
     improvements, payable in aggregate monthly installments of approximately
     $67,885, which include interest at rates varying from 3/8% above the prime
     rate to 8.8% above the three year treasury rate. At March 31, 2001 and
     2000, the principal balance outstanding was $2,433,442 and $1,639,359,
     respectively.

(b)  Loan payable to the former stockholder of M. Sobol, Inc. (acquired in
     fiscal 1993), with interest payable on the declining principal balance at
     5.45% per annum, through April 1, 2000. At March 31, 2001 and 2000, the
     principal balance outstanding was $0 and $109,042, respectively.

(c)  Notes payable to former stockholder of Tri-State Pharmaceutical Consultants
     Corp. (Note 2), with interest payable on the declining balance at 6% per
     annum through July 1, 2002. During fiscal 2001, $250,000 of this debt was
     repaid with the issuance of 34,771 shares of the Company's common stock. At
     March 31, 2001 and 2000, the principal balance outstanding was $440,057 and
     $1,723,368, respectively.

                                                                            F-11
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The aggregate long-term debt is payable as follows:

      Year Ending March 31,
      2002                                                      $     915,010
      2003                                                            864,294
      2004                                                            662,874
      2005                                                            432,201
                                                                -------------
                                                                $   2,874,379

      Less current portion:                                          (915,010)
                                                                -------------
                                                                $   1,959,369

8.  SUBORDINATED DEBT
    -----------------

During fiscal 2001, the Company issued to an institutional investor an aggregate
of  $15,000,000  of 12% senior  subordinated  notes due July 2005 and seven year
warrants to purchase an aggregate of 1,700,000  shares of the Company's  Class A
Common Stock at $4.50 per share,  The exercise  price of the warrants is subject
to increase if the Company meets certain  earnings and revenue  targets.  In the
event that these warrants have not been converted to common stock,  the investor
may  have the  right,  under  certain  circumstances,  presently  to be based on
financial  results  for the years  ending  March 31,  2002 and 2003,  to put the
warrants to the  Company  after five years at a price of $8 per  warrant.  These
warrants were  initially  valued at $4,314,006  using the  Black-Sholes  Pricing
Model.  The initial value of the warrants was  established  as a discount to the
subordinated  debt,  and this  discount is being  accreted  over the life of the
subordinated  notes.  Included in interest  expense for fiscal 2001 is $557,066,
representing such accretion.

The value of these contingent put warrants has been reflected as a liability in
the accompanying consolidated balance sheets. In accordance with EITF Issue No.
00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock", the warrants will be marked to
market through earnings on a quarterly basis. The value of these warrants at
March 31, 2001 is $ 4,359,925. Included in interest expense for fiscal 2001 is $
45,919 representing the change in the value of these warrants through March 31,
2001.

9.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
    -------------------------------------

Accounts payable and accrued expenses consist of:
<TABLE>
<CAPTION>

                                                               March 31,
                                                            2001          2000
                                                        ------------   -----------
<S>                                                     <C>            <C>
 Accounts payable for inventory purchases               $ 20,902,427   $24,791,183
 Accrued selling, general and administrative expenses        947,551     2,391,120
 Accrued interest                                            970,974       822,490
 Accrued payroll                                             681,369       548,098
                                                        ------------   -----------
                                                        $ 23,502,321  $ 28,552,891
                                                        ============   ===========
</TABLE>

                                                                            F-12
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

Operating Leases
----------------

The Company is obligated under real property operating leases expiring through
May, 2005. As of March 31, 2001, total minimum annual rentals, excluding
additional payments for real estate taxes and certain expenses, are as follows:

   Year Ending March 31,
   2002                                       $    1,322,933
   2003                                            1,255,692
   2004                                            1,110,436
   2005                                            1,114,189
   2006                                              475,566

Rent expense for the years ended March 31, 2001, 2000 and 1999 amounted to
$1,330,845, $1,157,837 and $1,074,675, respectively.

Collective Bargaining Agreement
-------------------------------

The Company has an agreement with the National Organization of Industrial Trade
Unions which terminates on December 14, 2003. The agreement covers all warehouse
and receiving employees, excluding supervisory personnel and provides for
salaries, pension and certain other benefits as defined in the agreement.

Defined Contribution Plan
-------------------------

Effective April 1, 1996, the Company established a defined contribution plan
(401k) for substantially all employees not covered under collective bargaining
agreements. All employees over the age of 21, with at least one year of service
to the Company, can contribute from 2% to 15% of their gross salaries limited to
Internal Revenue Service regulations. Contributions by the Company are optional.
For the years ended March 31, 2001, 2000 and 1999, the Company did not
contribute to this plan.

Employment Agreements
---------------------

The Company has three-year employment agreements with three of its officers,
which expire July 31, 2001. These agreements provide for each officer to receive
an annual salary of $500,000 and bonuses based on a percentage of the Company's
earnings. For the years ended March 31, 2001, 2000 and 1999, such bonuses
aggregated $330,000, $1,536,000 and $- 0 -, respectively.

Legal Proceedings
-----------------

The Company is a party to a number of legal proceedings as either plaintiff or
defendant, all of which are considered routine litigation incidental to the
business of the Company. Management believes that the results of these legal
proceedings will not have a material adverse effect on the Company's financial
condition, results of operations or liquidity.

11.  STOCK OPTION PLANS
     ------------------

The Company has adopted four Stock  Option Plans which  provide for the granting
of stock options to certain  employees and directors.  An aggregate of 3,800,000
shares of common  stock are reserved  for  issuance  under the Plans.  Incentive
stock options are granted at no less than fair market value of the shares on the
date of grant. Options granted to individuals owning more than 10% of the voting
power of the  Company's  capital  stock are  granted at 110% of the fair  market
value at the date of grant.

                                                                            F-13
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

Option activity for the years ended March 31, 2001, 2000 and 1999, was as follows:

                                                          2001             2000             1999
                                                         ---------        ---------        ---------
<S>                                                      <C>              <C>              <C>
       Options outstanding at beginning of year          2,774,465        2,489,420        2,036,025
          Granted                                          255,832          388,300          559,750
          Exercised                                        (35,440)        ( 66,375)        (102,605)
          Cancelled                                        (56,515)         (36,880)          (3,750)
                                                         ---------        ---------        ---------
       Options outstanding at end of year                2,938,342        2,774,465        2,489,420
                                                         =========        =========        =========
       Option price range at end of year             $3.00 to $10.00  $4.00 to $10.00  $4.00 to $7.70
                                                     =====    ======  =====    ======  =====    =====

The Company has adopted the disclosure only provisions of SFAS No. 123
"Accounting for Stock-Based Compensation." If the Company had elected to
recognize compensation costs based on the fair value at the date of grant for
awards consistent with the provisions of SFAS No. 123, net income per common
share from continuing operations would have been reduced to the following:

                                                                   Years Ended March 31,
                                                              2001          2000          1999
                                                           -----------   -----------   -----------
       Net Income from Continuing Operations - Pro         $ 1,356,769   $ 6,210,756   $ 5,553,573
       Forma
       Earnings Per Common Share from Continuing
       Operations - Pro Forma                              $      .19    $       .86   $       .81

The weighted average fair values at date of grant for options granted during
fiscal 2001, 2000 and 1999 were $2.51, $3.09 and $1.51, respectively, and were
estimated using the Black-Scholes option pricing model utilizing the following
assumptions: No dividend yield; expected volatility rates of 60%, 54%, and 42%;
risk free interest rates approximating 6%, 6%, and 4%, respectively, and
expected lives of 5 years.

12.  STOCKHOLDERS' EQUITY
     --------------------

On September 15, 1998, the stockholders of the Company approved an increase in
the number of authorized shares of Class A common stock from 10,000,000 to
15,000,000 shares. The Company is also authorized to issue 1,000,000 shares of
preferred stock. Holders of Class A Common Stock and Class B Common Stock share
pro rata in all dividends declared by the Board of Directors. The holders of
Class A Common Stock and Class B Common Stock are entitled to one and five votes
per share, respectively, for every matter on which the stockholders of the
Company are entitled to vote. Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. All
outstanding shares of Class A Common Stock and Class B Common Stock are freely
transferable, subject to applicable law. The Company is authorized to issue
2,200,000 shares of Class B Common Stock.

On December 15, 1998, the Company sold 666,667 shares of its Class A Common
Stock at $9 per share in a private placement offering, which were registered on
January 26, 1999. Net proceeds to the Company from the offering after deduction
of associated expenses were $5,673,344. This sale included the sale of Warrants
which were exercisable for variable number of shares of Class A Common Stock if
the market price fell below 115% ($10.35) of the sale price during three
exercise periods which began 30 days after the effective date. As a result of
the market price fluctuations of the Company's stock during these periods,
during fiscal 2000 the Company issued an additional 85,304 shares of its Class A
Common Stock in connection with the private placement. Warrants issued in
connection with issuance have been satisfied as of fiscal 2000.

During fiscal 1999, employees of the Company exercised stock options for 102,605
shares, which resulted in net proceeds to the Company of $701,954.

During fiscal 2000, employees of the Company exercised stock options for 66,375
shares, which resulted in net proceeds to the Company of $360,762.

On January 4, 2000, the Company issued 75,472 common shares valued at $500,768,
in connection with its purchase of Tri-State Pharmaceutical Consultants Corp
(see Note 2).


                                                                            F-14
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2001, employees of the Company exercised stock options for 35,440
shares which resulted in net proceeds to the Company of $110,283. During fiscal
2001, the Company issued 34,771 shares valued at $250,000 as partial repayment
of the debt to the former owner of Tri-State Pharmaceutical Consultants Corp.
(see Notes 2 and 7c).

13.  INCOME TAXES

The components of income tax expense from continuing operations are summarized as follows:

                                                                  Years Ended March 31,
                                                            2001           2000          1999
                                                        -----------    -----------   -----------
    Current:
      Federal                                           $ 1,618,154    $ 3,553,000   $ 3,364,742
      State                                                 275,383        679,600       913,778
                                                        -----------    -----------   -----------
                                                          1,893,537      4,232,600     4,278,520
                                                        -----------    -----------   -----------
    Deferred:
      Federal                                              (263,811)        98,000      (272,000)
      State                                                 (42,442)         8,400       (48,000)
                                                        -----------    -----------   -----------
                                                           (306,253)       106,400      (320,000)
                                                        -----------    -----------   -----------
    Total                                               $ 1,587,284    $ 4,339,000   $ 3,958,520
                                                        ===========    ===========   ===========

The following is a reconciliation of the federal statutory income tax rate to the effective tax on income
from continuing operations:

                                                                  Years Ended March 31,
                                                            2001           2000          1999
                                                        -----------    -----------   -----------
    Federal Statutory Income Tax Rate                        34.0%          34.0%         34.0%
    Increase in Tax Rates Resulting from:
      State Income Taxes, Net of Federal Tax Benefits         4.5%           4.1%          7.2%
      Other                                                   0.7%          (0.0)%        (1.2)%
                                                              ---           ----          ----
    Effective Tax Rate For Continuing Operations             39.2%          38.1%         40.0%
                                                             ====           ====          ====

Deferred income tax assets (liabilities) as of March 31, 2001 are comprised of the following:

    Accounts receivable valuation allowance              $   534,958
    Inventory cost capitalization                            502,109
    Depreciation                                            (126,840)
    Other                                                     30,986
                                                         -----------
    Net deferred tax asset                               $   941,213
                                                         ===========

14.  EARNINGS PER COMMON SHARE
     -------------------------

The following table sets forth a reconciliation of the weighted-average shares (denominator) used in the
computation of basic and diluted EPS for the statements of income periods presented herein.

                                                                  Years Ended March 31,
                                                            2001           2000          1999

    Basic                                                 6,812,483      6,673,617     6,061,431
    Assumed exercise of stock options and warrants          390,420        623,267       738,712
                                                          ---------      ---------     ---------
    Diluted                                               7,202,903      7,296,884     6,800,143
                                                          =========      =========     =========
    Potentially dilutive securities excluded from
      computations because they are anti-dilutive         1,620,090        320,250        -
                                                          =========      =========     =========
</TABLE>

                                                                            F-15
<PAGE>

ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net income as presented in the consolidated statements of operations is used as
the numerator in the EPS calculation for both the Basic EPS and Diluted EPS
computations.

15.  RELATED PARTY TRANSACTIONS
     --------------------------

The Company purchases inventories from various entities that are controlled by
certain of the Company's officers. For the years ended March 31, 2001, 2000 and
1999, purchases from related parties amounted to $2,513,523, $12,229,183 and
$14,705,794, respectively.

The Company has issued loans to certain shareholders, which management believes
have been extended on terms which are equivalent to market value (see Notes 3
and 5). The loans bear interest at 9%.

                                                                            F-16
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


16.  SEGMENT DATA
     ------------

The Company follows the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." Reportable operating segments are
determined based on the Company's management approach. The management approach,
as defined by SFAS No. 131, is based on the way that the chief operating
decision-maker organizes the segments within an enterprise for making operating
decisions and assessing performance. The operating segments of the Company are
managed separately because each segment represents a strategic business unit
that offers different products or a different customer base.

The Company's reportable operating segments are:

a)   Wholesale distribution of cosmetics, fragrances, health and beauty aids and
     non-perishable food products.
b)   Wholesale distribution of pharmaceuticals.
c)   Manufacturing of hair and skin care products.

The accounting policies of the Company's operating segments are the same as
those described in Note 1 - Summary of Significant Accounting Policies. The
Company evaluates the performance of its segments based on segment profit, which
includes the overhead charges directly attributable to the segment and excludes
certain expenses, which are managed outside the reportable segments. Corporate
expenses including interest are being allocated based on percentage of sales by
segment.

Segment data from continuing operations for each of the three years in the
period ended March 31, 2001 was as follows:
<TABLE>
<CAPTION>
                                  Wholesale    Pharmaceuticals                 Intersegment
                                 Distribution   Distribution    Manufacturing  Transactions  Consolidated
                                 ------------  ------------     ------------   ------------  ------------
  Year Ended March 31, 2001
<S>                              <C>           <C>              <C>            <C>           <C>
    Revenue, net                 $313,409,056  $228,533,005     $  7,994,548   $ (1,789,656) $548,146,953
    Depreciation and                1,785,921        23,290          223,925         -          2,033,136
    amortization
    Loss on impairment of
    assets
    Income (loss) from
    operations
      before taxes                 (1,610,282)    9,583,925       (3,927,992)        -          4,045,651
    Segment assets                233,351,111    50,942,007        7,471,048         -        291,764,166

  Year Ended March 31, 2000

    Revenue                      $334,797,233  $110,241,393     $  7,327,336   $(31,319,189) $421,046,773
    Depreciation and                  743,110        53,700          142,388         -            939,198
    amortization
    Income (loss) from
    operations
      before taxes                 11,250,797       406,067         (274,316)        -         11,382,548
    Segment assets                211,415,018    41,467,227        6,336,921         -        259,219,166

  Year Ended March 31, 1999

    Revenue                      $292,004,548  $ 46,961,918     $  1,867,979   $ (6,659,295) $334,175,150
    Depreciation and                  712,345        14,189          106,079         -            832,613
    amortization
    Income (loss) from
    operations
      before taxes                 11,111,721       424,208       (1,630,531)        -          9,905,398
    Segment assets                204,911,125    12,744,061        2,252,195         -        219,907,381
</TABLE>

                                                                            F-17
<PAGE>

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To Allou Health & Beauty Care, Inc.:

We have audited, in accordance with auditing standards generally accepted in the
United States, the financial statements of Allou Health & Beauty Care, Inc.
included in this Form 10-K and have issued our report thereon dated July 2,
2001. Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. This schedule (Schedule II - Schedule of
Valuation and Qualifying Accounts) is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule, for the year ended March 31, 2001, has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

                                         /s/ARTHUR ANDERSEN LLP
                                            ARTHUR ANDERSEN LLP
Melville, New York
July 2, 2001

                                                                             S-1
<PAGE>

REPORT ON INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To Allou Health and Beauty Care, Inc.:

We have audited, in accordance with auditing standards generally accepted in the
United States,  the financial  statements of Allou Health and Beauty Care,  Inc.
included  in this Form 10-K and have  issued our report  thereon  dated June 19,
2000.  Our audits  were made for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. This schedule (Schedule II - Schedule of
Valuation and  Qualifying  Accounts) is presented for purposes of complying with
the  Securities  and  Exchange  Commisions's  rules and is not part of the basic
financial  statements.  This  schedule,  for the years  ended March 31, 2000 and
1999, has been subjected to the auditing procedures applied in our audits of the
basic  financial  statements  and, in our opinon,  fairly states in all material
respects the financial  data required to be set forth therein in relation to the
basic financial statements taken as a whole.


/s/ MAYER RISPLER & COMPANY P.C.
Mayer Rispler & Company P.C.
Certified Public Accountants

Brooklyn, New York
June 19, 2000

                                                                             S-2
<PAGE>


                                                                     SCHEDULE II
ALLOU HEALTH & BEAUTY CARE, INC.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>

                                                              Column C      Column D
Column A                                        Column B     Additions     Deductions     Column E
--------                                        --------     ---------     ----------     --------
                                               Balance at    Charged to   Write-off of
                                               Beginning     Costs and    Uncollectible  Balance at
Description                                    of Period      Expenses      Accounts    End of Period
-------------------------------------------    -----------   ----------   ------------- -------------
<S>                                            <C>           <C>           <C>           <C>
March 31, 1999
  Allowance for Doubtful Accounts              $  371,475    $1,465,000    $  220,510    $ 1,615,965

March 31, 2000
  Allowance for Doubtful Accounts              $1,615,965    $1,471,547    $1,802,512    $ 1,285,000

March 31, 2001
  Allowance for Doubtful Accounts              $1,285,000    $  780,000    $  727,925    $ 1,337,075

</TABLE>

                                                                             S-3