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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A

Amendment No. 3 to Form 10-K

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2001                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from            to            .

Commission
File Number: 000-26611

GLENGARRY HOLDINGS LIMITED(Exact Name of Registrant as Specified in its Charter)

Bermuda(State or other jurisdiction of
incorporation or organization)

N/A(I.R.S. Employer
Identification No.)


P.O. Box HM1154, 10 Queen Street, Hamilton, HM EX, Bermuda(Address of Principal Executive Offices)

(441) 295-3511Registrants telephone number

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

Common Stock, $.05 par value(Title of class)

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 ý No o

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 registrant's
knowledge, in definitive proxy or information statements by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

State
registrant's revenues for its most current fiscal year    $32,049

As
of June 29, 2002, the aggregate value of the registrant's voting stock held by non-affiliates was $48,966,732 (computed by multiplying the average bid and asked price on June 29, 2002
by the number of shares of common stock held by persons other than officers, directors or by record holders of 10% or more of the registrant's outstanding common stock. This characterization of
officers, directors and 10% or more beneficial owners as affiliates is for purposes of computation only and is not an admission for any purposes that such person are affiliates of the registrant).

At
June 29, 2002, 8,161,122 shares of Common Stock were outstanding, which is the registrant's only class of common stock.

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PART I

ITEM 1. BUSINESS

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These forward-looking statements can generally be identified as such because the context of
the statement will include words such as the Company or we "believe," "anticipate," "estimate," "expect" or words of similar import as they relate to us or our management. Similarly, statements that
describe our future plans, objectives or goals are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including those described in the section
captioned "Risk Factors" below.

GENERAL

The registrant, Glengarry Holdings Limited (the "Company") was incorporated under the laws of Bermuda in November 2000. Prior to redomiciling in Bermuda in
February 2001, the registrant was a Nevada corporation named Endless Youth Products, Inc. ("Endless Youth"). See "Background" below. The Company, through its operating subsidiaries,s currently engaged
in the marketing, distribution and sale, on a commission basis, of computer hardware and software, information technology ("IT") consulting, IT personnel placement and technology financing, with
emphasis on multi-lingual applications to new and existing systems. The Company's current customers are largely in the healthcare industry, including research laboratories, clinics, and particularly
hospitals. It actively markets its services in Europe, Asia and the Middle East. Prior to June 2001, the Company's predecessor company was involved in the business of developing, marketing and
distributing proprietary
vitamins, nutritional skin care and similar products under the trade name "Endless Youth". This health-related business was discontinued and sold in June 2001.

BACKGROUND

Redomestication Transaction

The Company's predecessor company, Endless Youth, was involved in the business of developing, marketing and distributing proprietary vitamins, nutritional skin
care and similar products In June 2000, Endless Youth's sole officer and director determined to abandon this business and, together with EXP International LLC transferred a controlling interest in the
Company to the Sababurg Foundation and several other parties. Following this change of control and management, the Company's new management embarked on a plan to change the Company's jurisdiction of
organization from Nevada in the United States to Bermuda, in order to maximize future earnings in the international technology and finance sector.

The
Bermuda redomestication transaction was completed pursuant to a vote of the shareholders of Endless Youth after the distribution of a Prospectus/Proxy Statement dated and declared
effective December 7, 2000 (Form S-4 Registration Statement No. 333-50520). As a result of the merger approved by the shareholders of Endless Youth, Endless Youth merged with EYPI Merger Corp., a
Nevada subsidiary of Glengarry Holdings Limited, a Bermuda company. On February 2, 2001, the effective date of the merger, the holders of shares of common stock of Endless Youth became holders of
common shares of Glengarry Holdings, EYPI Merger Corp. was dissolved, Endless Youth became a wholly owned subsidiary of Glengarry Holdings Limited, and the name of Endless Youth was changed to
"Glengarry Holdings (US) Limited."

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Acquisition of Online Advisory Limited

Effective June 29, 2001 the Company acquired 100% of the issued and outstanding stock of Online Advisory Limited, a company organized under the laws of England
and Wales ("Online Advisory"), based in Great Britain. Online Advisory was organized in July 1999 and is engaged in the business of IT services, specializing in finance for computer software as well
as the distribution of computer hardware and software. At the same time, the Company sold its subsidiary, Glengarry Holdings (US) Limited, a Nevada corporation, to the Emmerson Development Trust for
nominal consideration.
Glengarry Holdings (US) was the repository of assets and liabilities of the nutritional products business conducted under the name "Endless Youth Products" by the Company prior to June, 2000.

The
Company acquired Online Advisory Limited for its net asset value, British Pounds,  DIVIDED BY 5,714,940 (US$8,091,212) in exchange for 40,455,800 shares of the Company's Common
Stock. These shares were issued in exact percentage terms to 215 shareholders of Online Advisory Limited, being all the shareholders of Online Advisory Limited. The Company has agreed to register
these shares for possible resale under the Securities Act of 1933, as amended. The former management of Online Advisory Limited have remained as non-executive senior marketing and administration
staff.

The
acquisition is considered an acquisition of Glengarry Holdings Limited (the accounting subsidiary/legal parent) by Online Advisory (the accounting parent/legal subsidiary), for
accounting purposes, and has been accounted for as a purchase of the net assets of Glengarry Holdings by Online Advisory in the consolidated financial statements. At June 29, 2001, Glengarry Holdings
had liabilities in excess of assets of $888,238. For purposes of this acquisition, the fair value of Glengarry Holdings was based on the average share price of its common stock near and at the date of
the acquisition, which was $0.19 per share. The fair value of Glengarry Holdings was $84,191, including $20,000 of direct costs relating to the acquisition, is ascribed to the 337,850 previously
outstanding common shares of Glengarry Holdings deemed to be issued in the acquisition. The consolidated financial statements are issued under the name of Glengarry Holdings, but are a continuation of
the financial statements of the accounting acquirer, Online Advisory. See Note 1 to the audited consolidated financial statements included in this Form 10-K. Accordingly, unless otherwise indicated,
all descriptions of the business and historical operations of the Company refer to the business and operations of our legal subsidiary, Online Advisory Limited.

OVERVIEW

The Company, through its operating subsidiaries, Online Advisory Limited and Glengarry Software Solutions Limited, is currently engaged in the marketing,
distribution and sale, on a commission basis, of computer hardware and software, information technology ("IT") consulting, IT personnel placement and technology financing, with emphasis on
multi-lingual applications to new and existing systems. The Company's current customers are largely in the healthcare industry, including research laboratories, clinics, and particularly hospitals. It
actively markets its services in Europe, Asia and the Middle East.

The
Company's principal executive office is located at 10 Queen Street, Hamilton HM EX, Bermuda, where its telephone number is (441) 295-3511.

THE INDUSTRY

The worldwide IT products and services distribution industry generally consists of:



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A
variety of reseller categories exist, including value-added resellers ("VARs"), corporate resellers, systems integrators, original equipment manufacturers ("OEMs"), direct marketers,
independent dealers, reseller purchasing associations, PC assemblers, and computer retailers. Outside the United States, which represent over half of the IT industry's sales, the markets are
characterized by more fragmented distributions channels. Commissioned sales agents and representatives generally sell to resellers or end-users and arrange for the purchase of a wide range of products
in bulk directly from vendors or other resellers. Characteristics of the local reseller and vendor environment, as well as other factors specific to a particular country or region, have shaped the
evolution of distribution models in different countries.

Despite
the current economic downturn that has impacted overall demand for IT products and services, distribution continues to serve a significant role in delivering IT products to
market in a low-cost manner. Suppliers are pursuing strategies to outsource functions such as distribution, service, and technical support to supply chain partners as they look to minimize costs and
focus on their core competencies in manufacturing, product development, and marketing. In addition, the original market research undertaken in the Company's chosen markets demonstrated that, with the
necessity to reduce headcount and deliver efficiency, companies would have greater reliance on IT systems in order to remain competitive.

The
technology distribution industry has undergone significant consolidation as a result of several factors. More restrictive terms and conditions from vendors, reductions in the number
of vendor-authorized distributors, a high level of price competition among distributors, and evolving vendor business models (e.g., direct selling to a fragmented market) have driven several of the
weaker companies from the market. During 1999 and early 2000, a number of significant players within the
worldwide IT distribution industry substantially exited or merged with other players within the distribution market.

The
number of emerging industry trends provide new opportunities and challenges for distributors of IT products and services. For example, the focus on driving efficiency in business
models, and, in particular, in the supply chain, provides distributors with an additional means to serve both suppliers and reseller customers by becoming providers of IT supply chain services.
Furthermore, manufacturer-direct sales initiatives utilizing in-house sales force or commissioned sales agents, developed in an effort to duplicate the success of the direct sales business model, have
been widely adopted by large suppliers.

As
resellers and vendors continue to seek ways to reduce costs and improve efficiencies, distributors are responding with a variety of new value-added services. Many of these services
are now delivered in conjunction with outsourcing initiatives in which companies choose to focus more exclusively on core competencies and rely on third-party suppliers for other requirements. The
outsourcing trend is evident among both small and large IT resellers as well as vendors. In response, companies are offering sales/account management, credit, technical support, education, marketing
logistics management and other business solutions.

CUSTOMERS, PRODUCTS AND SERVICES

Our operating subsidiary, Online Advisory Limited, was formed in July 1999 to provide a "one stop" IT solution for companies requiring a package of hardware,
software, ongoing support and leasing finance. Accelerating technological advancement, the tendency for organisations to migrate to multivendor distributed networks and the increased globalisation of
corporate activity have all contributed to a significant increase in the sophistication and interdependency of corporate IT systems. Along with this new autonomy is a heightened emphasis on budgets
with businesses looking to access the most cost efficient method of achieving their requirements. Here, we believe that finance packages can play a major part in this equation and being able to
provide this as part of the overall package is attractive to customers.

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Customers:We market computer hardware and software productsincluding peripherals, systems, networking,
components and softwareof manufacturers and publishers to our customers in international markets. Our current customers are largely in the healthcare industry, including research
laboratories, clinics, and particularly hospitals, where new products are continually in demand as medical progress is made. The medical profession is going through fundamental change worldwide, with
demographics revealing ever more people being treated and the ability to treat more and more illnesses. With this as a backdrop and a more demanding population worldwide, we have focused and targeted
our operations on the healthcare industry.

We
offer a bespoke client service . An initial consultation with the client will establish their requirements, from budget and timescale, through financing, delivery and ongoing support.
We do not manufacture any of the products we market. We derive our income solely from agency commissions on system sales and finance and fees for advisory services.

Products:We market a wide variety of products, from computer hardware vendors and suppliers and software publishers
worldwide, depending on the requirements of our customers. We emphasize multi-lingual applications to new and existing systems. Product assortments vary by market, and our sales of our vendors'
products vary from country to country. Our vendors generally warrant the products we market on their behalf and allow returns of defective products, including those returned to us by our customers.
Under the terms of our agreements with our agents and representatives, they are required to provide maintenance service at their expense, to cover configuration or other set-up faults not already
covered under equipment or software supplier's warranties. We do not independently warrant the products we distribute. We generally enter into written agreements with our suppliers; however, these
agreements usually provide for nonexclusive rights and often include territorial restrictions that limit the countries in which we can sell the products. The agreements are also generally short term,
subject to periodic renewal, and often contain provisions permitting termination by either party without cause upon relatively short notice.

Advisory Services:We provide our customers with pre- and post-sale technical support, product configuration/integration
services and financing programs. We provide IT business solutions and support to customers including, application services, consulting, hardware and software support, installation, moves, adds, and
changes, migration services, Local-Area Network and Wide-Area Network services, network design, integration and implementation, and outsourcing and personnel placement services. These services are
undertaken by local independent consultants on behalf of our agents or their dealers, to facilitate amalgamation and compatibility of multi-vendor systems. We provide short-term computer operators to
assist customers in transition to new systems. Generally, this service is included in pricing for the software systems. However, we see an opening in the market for a personnel recruitment and
placement service, supplying IT employment placement both short-term and permanent.

Financing Programs.IT and medical technology systems are often expensive and require finance if they are to be installed. We
introduce lenders to qualifying customers. This allows those qualifying customers to purchase or lease the products we offer. Currently, we do not provide finance directly to our customers but
introduce third party finance providers to our customers. We earn commissions from these introductions. We believe there are many companies involved in the selling of software and hardware packages,
in a very wide and diverse area of operations. However, it is not readily apparent that there are any specific companies operating in our chosen markets offering packaged finance as part of the
overall delivery process. Other corporations frequently use third party finance providers, but these companies are primarily focused on high volume markets.

The
Company endeavors to control its bad debt exposure by monitoring customers' creditworthiness and, where practicable, through participation in credit associations that provide
customer credit rating information for certain accounts. The Company establishes reserves for

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estimated credit losses in the normal course of business. If the Company's receivables experience a substantial deterioration in their collectibility, the Company's financial condition and results of
operations may be adversely impacted.

SALES AND MARKETING

We market our products and services in Europe, Israel, Kuwait, Saudi Arabia and Turkey. We currently contract with sales representatives located in: Egypt,
Israel, Kuwait, Saudi Arabia, Turkey, the U.A.E., Southeast Asia, the People's Republic of China and India. We market our services through these agents. The costs of these sales agents are funded by
the Company. The agents also receive variable commissions on sales and fees. These distributors/representatives are not employees of the Company and may sell other supplier's products alongside our
offerings. Business is also generated by referral and commissioned introductions.

Our
financial transactions from operations are primarily denominated in U.S. dollars. Accordingly, our operations impose risks upon our business as a result of exchange rate
fluctuations. Additionally, our financial transactions from operations expose our business to financial risks from interest rate fluctuations in foreign markets.

The
Company has spent considerable time since incorporation developing its profile and expanding into new geographic areas. The major risk in these geographic areas, and in the Middle
East in particular, is serious political unrest.

UNCOMPLETED ORDERS

At June 30, 2001 the Company had orders totaling $287,520, which it believes to be firm and which it will complete during the four months ending October 31, 2001.
As of October 31, 2001, all orders were completed and funds received on such orders.

COMPETITION

Markets outside the United States are characterized by a more fragmented distribution channel. There are no dominant major competitors, but there are literally
thousands of potential competitors. The Company is a service provider rather than a manufacturer. It is one of the largest growth markets today with new ideas and technical achievements announced on a
daily basis. The Company meets this
challenge by dealing in a niche market which is relatively untapped, namely multi-lingual applications. Competition in the computer products distribution industry is intense. Key competitive factors
include price, breadth of products, credit availability and financing options, availability of technical support and product information, marketing services and programs, and ability to influence a
buyer's decision. Many of our competitors have substantially greater financial resources and broader product offerings than ours. In addition, the evolving direct-sales relationships between
manufacturers, resellers, and end-users continue to introduce change into our competitive landscape. As a service provider and not a manufacturer, we compete, in some cases, with hardware vendors and
software publishers that sell directly to reseller customers and end-users. Furthermore, direct-marketing resellers are also potential competitors, since they may purchase products directly from
vendors and sell those products to other reseller or end-user customers. To the extent that these companies choose to bypass traditional distribution channels and service providers such as our
company, they could potentially become competitors for our services.

CONTRACTS WITH SUPPLIERS AND MANUFACTURERS

The Company has relationships with several suppliers and manufacturers of its products and services. The hardware and software components for the systems marketed
and sold by the Company

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are readily available from a variety of sources. As the size and scope of projects undertaken by the Company increases, it expects to request various suppliers to compete for orders via a bidding
process.

LICENSES, TRADEMARKS AND PATENTS

The Company does not have any patents, trademarks or material technology licensing agreements.

EMPLOYEES

As of June 30, 2001, the Company had eight officers/senior managers, five of whom are full time employees, and two full time employees and eight full time
independent consultants engaged in advisory, sales and technical support.

RISK FACTORS

An investment in the Company involves a high degree of risk. You should consider an investment in the Company only if you can afford to lose your entire investment. In addition
to the other information in this report, the following risk factors should be considered carefully in evaluating an investment in our common stock. When used in this report, the words "expect,"
"anticipates," "intends" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are not limited to, those risks discussed below and elsewhere in this report. Actual results could differ materially from
those projected in the forward-looking statements as a result of the risk factors discussed below and elsewhere in the report.

Our Revenues and Prospects are Difficult to Forecast Because We Have Only been Operating our Business since July 1999

Our primary operating subsidiary, Online Advisory Limited began operations in July 1999 and where therefore have a brief operating history. Therefore, the
Company's business and it's prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include
our ability to among other things:



There
can be no assurance that we will be successful in addressing these business requirements. We expect to incur substantial expenses related to the development of our business, marketing activities
and personnel, among other things. We currently have budgeted approximately $800,000 for expenses related to the development of our business, marketing activities and personnel for the next 12 months.
If we are unsuccessful in addressing these risks, our revenues may not grow and may fall short of our expectations and those of our investors, which could negatively affect the price of our stock.
Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information on our operating history and results of operations.

We Cannot Accurately Predict Future Revenue Growth Because We are Uncertain Whether the Market Will Accept our Product and Service Offerings and the Size of the Market for our
Products and Services is Unknown

We do not manufacture any of the products we market. We derive our income solely from agency commissions on system sales and finance and fees for advisory
services. Nonetheless, there can be no

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assurance that the products and services we plan to offer will attain market acceptance. In addition, we cannot guarantee that future products and services will be accepted by our potential
customers. Because the market for information technology and hardware/software finance which we plan to offer is constantly changing, we are unable to accurately estimate the commercial viability and
market demand for the range of products and services to be offered by us. We can give no assurance that the market will in fact grow at the rates projected by us, or at all. We will be required to
invest substantial resources in developing awareness of and confidence in our services and there can be no assurance that we will have the resources necessary to be successful. We currently have
budgeted approximately $1,000,000 for sales and marketing expenses for the next 12 months.

If We Are Unable to Attract and Retain Key Executives, Sales and Client Service Personnel, or if We Are Unable to Adequately Train Our Sales Personnel in a Timely Manner, Our
Business and Future Revenue Growth Could Suffer

We currently employ eight officers/senior managers, five of whom are full time employees, and two full time employees and eight full time independent consultants
engaged in advisory, sales and technical support. Our future success depends on our ability to retain, identify, recruit, train, integrate and retain qualified executives, sales and marketing,
managerial and technical personnel. We anticipate the need to hire a significant number of personnel to achieve our growth objectives. Competition for these personnel is intense. The inability to
attract, integrate and retain the necessary executive, sales, marketing, technical and administrative personnel could harm our ability to generate revenue. In addition, a change in labor market
conditions that either further reduces the availability of employees or increases significantly the cost of labor could have a material adverse effect on our personnel costs.

Our Business Could be Hurt By Competition which Would Result in a Decrease in Our Revenues

We will compete with services providers and other vendors. In addition, the market for the services we propose to offer is highly competitive and competition is
expected to increase significantly. There are no effective barriers that will prevent a potential competitor from entering the market. Many of our competitors have greater financial, development,
technical, marketing and sales resources than we have and would have greater expertise and established brand recognition. In addition, there can be no assurance that our competitors will not develop
products and services that are superior to our products and services or that achieve greater market acceptance than our products and services.

Adverse Economic Conditions or a Change in General Market Patterns will Negatively Affect Our Sales

A weak economic environment could adversely affect our sales and promotional efforts. General economic conditions impact information technology and related
commerce and demand and interest for our services may decline at any time, especially during recessionary periods. Many factors beyond our control may decrease overall demand for information
technology services including, among other things, decrease in the entry costs by other similarly situated companies, increase in the overall unemployment rate, additional government regulation. There
can be no assurance that the general market demand for information technology services and related fields will remain the same or will not decrease in the future.

Terrorist Attacks Such as the Attacks That Occurred in New York and Washington, D.C., on September 11, 2001, and Other Attacks or Acts of War May Adversely Affect the Markets
in Which We Operate, Our Operations and Our Profitability

On September 11, 2001, the United States was the target of terrorist attacks of unprecedented scope. These attacks have caused major instability in the U.S. and
other financial markets. Leaders of the U.S. government have announced their intention to actively pursue those behind the attacks and to possibly initiate broader action against global terrorism. The
attacks and any response may lead to

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armed hostilities or to further acts of terrorism in the United States or elsewhere, and such developments would likely cause further instability in financial markets. In addition, armed hostilities
and further acts of terrorism may directly impact our operations located in Europe and the Middle East, or those of our clients. Furthermore, the recent terrorist attacks and future developments may
result in reduced demand from our clients for our services. These developments will subject our worldwide operations to increased risks and, depending on their magnitude, could have a material adverse
effect on our business and your investment.

Competition From Larger and More Established Companies May Hamper the Marketability of Our Product Offerings

The competition in the information technology industry is intense. Large and highly fragmented, this industry hosts a number of well-established competitors,
including national, regional and local companies possessing greater financial, marketing, personnel and other resources than we have. In addition, the evolving direct-sales relationships between
manufacturers, resellers, and end-users continue to introduce change into our competitive landscape. As a service provider and not a manufacturer, we compete, in some cases, with hardware vendors and
software publishers that sell directly to reseller customers and end-users. Furthermore, direct-marketing resellers are also potential competitors, since they may purchase products directly from
vendors and sell those products to other reseller or end-user customers. To the extent that these companies choose to bypass traditional
distribution channels and service providers such as our company, they could potentially become competitors for our services.

Issuance of Future Shares May Dilute Investor Share Value

Our Memorandum of Association, as amended, authorizes the issuance of 50,000,000 common shares and 50,000,000 preference shares. The future issuance of all or
part of the remaining authorized common shares and/or all or part of the preference shares may result in substantial dilution in the percentage of our common stock held by our then existing
shareholders. Moreover, any common stock issued in the future may be valued on an arbitrary basis by us in order to make an acquisition of an intangible asset. The issuance of our shares for future
services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by investors, and might have an adverse effect on any trading market, should a trading
market develop for our common stock.

Penny Stock Regulation May Result in a Smaller Market for Our Shares

The "penny stock rules" may restrict the ability of broker-dealers to sell our securities and therefore result in a smaller market for our securities. Penny
stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the Nasdaq Stock Market,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If our shares of common stock continue to be listed on the OTC
Bulletin Board and trade at a price of less than $5.00 per share, our securities will be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with
their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the "penny stock rules" require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly statements must

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be sent disclosing recent price information on the limited market in penny stocks. The foregoing required penny stock restrictions will not apply to our securities if such securities maintain a
market price of $5.00 or greater. There can be no assurance that the price of our securities will reach or maintain such a level.

Unenforceability of Certain United States Judgments  We are Incorporated in Bermuda, and, as a Result, it may not be Possible for Shareholders to Enforce Civil
Liability Provisions of Securities Laws of the United States.

We are organized under the laws of Bermuda. All of our assets and all of our officers and directors are located outside the United States. As a result, it may not
be possible for the holders of our common stock to effect service of process within the United States upon us or to enforce against us in United States courts judgments based on the civil liability
provisions of the securities laws of the United States. In addition, there is significant doubt as to whether the courts of Bermuda would recognize or enforce judgments of United States courts
obtained against us or our directors or officers based on the civil liability provisions of the securities laws of the United States or any state or hear actions brought in Bermuda against us or those
persons based on those laws. We have been advised by our legal advisor in Bermuda, Wakefield Quin, that the United States and Bermuda do not currently have a treaty providing for the reciprocal
recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on
civil liability, whether or not based on United States federal or state securities laws, would not be automatically enforceable in Bermuda.

Difference in Laws  The Laws of Bermuda Differ from the Laws in Effect in the United States and may Afford Less Protection to Holders of Our Common Stock.

Holders of our common stock may have more difficulty in protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the
United States. We are a Bermuda company and, accordingly, are governed by the Companies Act 1981 of Bermuda, as amended. The Companies Act differs in certain material respects from laws generally
applicable to United States corporations and shareholders, including:


INTERESTED DIRECTOR TRANSACTIONS: Our bye-laws generally allow us to enter into any transaction or arrangement in which any of our directors have an interest. Directors may
also participate in a board vote approving a transaction or arrangement in which they have an interest, so long as they have disclosed that interest. United States companies are generally required to
obtain the approval of a majority of disinterested directors or the approval of shareholders before entering into any transaction or arrangement in which any of their directors have an interest,
unless the transaction or arrangement is fair to the company at the time it is authorized by the company's board or shareholders.


BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS: United States companies in general may not enter into business combinations with interested shareholders, namely certain
large shareholders and affiliates, unless the business combination had been approved by the board in advance or by a supermajority of shareholders or the business combination meets specified
conditions. There is no similar law in Bermuda.


SHAREHOLDER SUITS: The circumstances in which a shareholder may bring a derivative action in Bermuda are significantly more limited than in the United States. In general,
under Bermuda law, derivative actions are permitted only when the act complained of is alleged to be beyond the corporate power of the company, is illegal or would result in the violation of the
company's memorandum of association or bye-laws. In addition, Bermuda courts would consider permitting a derivative action for acts that are alleged to constitute a fraud against the minority
shareholders or, for

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instance, acts that require the approval of a greater percentage of the company's shareholders than those who actually approved them.


LIMITATIONS ON DIRECTORS' LIABILITY: Our bye-laws provide that each shareholder agrees to waive any claim or right of action he or she may have, whether individually or in
the right of the company, against any director, except with respect to claims or rights of action arising out of the fraud or dishonesty of a director. In general, United States companies may limit
the personal liability of their directors as long as they acted in good faith and without knowing violation of law.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company's principal executive office is located at 10 Queen Street, Hamilton HM EX, Bermuda, under a lease that is terminable by the Company upon 3 months
notice. In addition, Online Advisory Limited has offices at International House, Dover Place, Ashford Kent TN23 1HU, United Kingdom and representative offices maintained by independent agents and
sales representatives in Turkey and China (opened early April 2002). Each of these offices are under leases or subleases terminable generally between 1 and 3 months prior notice.

The
Company believes its present facilities and planned representative offices are adequate for its current and foreseeable future needs.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

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PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock trades sporadically on the OTC Bulletin Board as maintained by Nasdaq. Until May 30, 2002, our stock traded under the symbol "GLGR".
Effective May 30, 2002, the Company consummated a one-for-five reverse split of its outstanding common shares. In connection and concurrent with such reverse split, the Company's common shares began
trading under the symbol "GLGH". The following is the high and low bid price for the common stock for each quarter within the last two fiscal years:

QUARTER ENDED

HIGH BID

LOW BIDSeptember 30, 1999

$
87.50

$
15.00December 30, 1999


25.50


7.80March 31, 2000


no data


no dataJune 30, 2000


31.25


3.15September 30, 2000


93.50


3.15December 31, 2000


7.50


3.15March 31, 2001


5.00


1.10June 30, 2001


1.25


.75


The
period prior to and including June 30, 2001 have been adjusted to give effect to a one-for-ten reverse split, effective in January 2001, and the subsequent one-for-five reverse
split, effective May 30, 2002 . The data represents interdealer quotations, without retail mark-up, mark-down or commissions and, since there is no established trading market, do not reflect actual
transactions.

The
closing sale price of our common stock on June 29, 2002, as reported on the OTC Bulletin Board, was $7.00.

As
of June 29, 2002, there were 73 holders of record of the Company's common stock. We believe that there are in excess of 300 beneficial owners of our shares.

DIVIDEND POLICY

The Company has never paid dividends on its common stock. The determination of payment of dividends in the future will be within the discretion of the Company's
Board of Directors and will depend on the earnings, capital requirements and operating and financial condition of the Company, among other factors.

RECENT DEVELOPMENTSDIVIDENDS

On May 16, 2002, the Board of Directors declared a one-time cash dividend of $0.21 per post-one-for-five reverse split common share ($0.042 pre-reverse split
shares), which was paid on June 7, 2002 to shareholders of record at the close of business on May 31, 2002.

RECENT SALES OF UNREGISTERED SECURITIES

Effective June 29, 2001 the Company acquired 100% of the issued and outstanding stock of Online Advisory Limited, a company organized under the laws of England
and Wales, based in Great Britain. The Company acquired Online Advisory Limited for its net asset value, British Pounds, £5,714,940 (US$8,091,212) in exchange for 40,455,800 shares of the
Company's Common Stock. These shares were issued in exact percentage terms to 215 shareholders of Online Advisory Limited, being all the shareholders of Online Advisory Limited. To the extent that
U.S. securities laws were applicable to the

12

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issuance, the issuance was made in reliance on Regulation S under the Securities Act of 1933, as amended, and all the shareholders of Online Advisory Limited were "non-U.S. persons", as defined in
Regulation S.

ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

The following selected financial data from inception July 15, 1999 through June 30, 2001 are derived from the consolidated financial statements of the Company and
its predecessor (Online Advisory was acquired by Glengarry Holdings on June 29, 2001 through a reverse acquisition and accordingly has been treated as the acquirer for accounting purposes). The
selected financial and operating data represents that of Online Advisory from inception July 15, 1999 through June 29, 2001 the date of acquisition.

|                                                            |         | YEAR ENDED
JUNE 30, 2001 |            | FROM INCEPTION
JULY 15, 1999 TO JUNE 30, 2000 |  
|----------------------------------------------------------- | ------- | ------------------------ | ---------- | --------------------------------------------- | -
|RESULTS OF OPERATIONS                                       |         |                          |            |                                               |  
|Revenues                                                    |         | $                        | 32,049     |                                               | $
|Gross margin                                                |         |                          | 11,218     |                                               |  
|Operating Income (loss)                                     |         |                          | (249,307   | )                                             |  
|Income (loss) from continuing operations                    |         |                          | (59,185    | )                                             |  
|Earnings (loss) per common share from continuing operations |         |                          |            |                                               |  
|                                                            | Basic   |                          |            | (0.01                                         | )
|                                                            | Diluted |                          |            | n/a                                           |  
|Dividends per common share                                  |         |                          | 0          |                                               |  
|FINANCIAL POSITION                                          |         |                          |            |                                               |  
|Total assets                                                |         | $                        | 11,326,033 |                                               | $
|Long term debt                                              |         |                          | 0          |                                               |  
|Shareowners' equity                                         |         |                          | 7,899,138  |                                               |  

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS

Management's Discussion and Analysis should be read in conjunction with the Company's Financial Statements and Notes thereto set forth elsewhere in this Form
10-K.

General

Glengarry Holdings, Ltd. and subsidiaries (the "Company") is engaged in the marketing, distribution and sale, on a commission basis, of computer hardware and
software, information technology ("IT") consulting, IT personnel placement and technology financing, with emphasis on multi-lingual applications to new and existing systems.

On
June 29, 2001 the Company acquired Online Advisory Limited for its net asset value, British Pounds, £5,714,940 (US$8,091,212) in exchange for 40,455,800 shares of the
Company's Common Stock. The transaction was accounted for as a reverse acquisition whereby Online Advisory, Ltd. was treated as the accounting acquirer and Glengarry Holdings, Ltd. as the acquiree,
because Online shareholders owned the majority of the Company as a result of the merger. Accordingly, the consolidated financial statements of the Company (the parent) are presented, as a continuation
of the operations and financial position of Online Advisory, Ltd. (the subsidiary). Online Advisory's assets and liabilities are included in the consolidated financial statements at their historical
carrying amounts. Operating results to June 30, 2001, are those of Online Advisory. At June 29, 2001, Glengarry Holdings had liabilities in
excess of assets of $888,238. For purposes of this acquisition the fair value of Glengarry Holdings was based on the average share price of its common stock near and at the date of the acquisition,
which

13

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was $0.19 per share. The fair value of Glengarry Holdings was $84,191, including $20,000 of direct costs relating to the acquisition, is ascribed to the 337,850 previously outstanding common shares
of Glengarry Holdings deemed to be issued in the acquisition.

Major Provisions on New Accounting Standards

Major provisions of new accounting standards which may be material to the Company's financial statements in the future are as follows:

SFAS
141, Business Combinations and SFAS 142, goodwill and other intangible assets, change the accounting for business combinations, goodwill and identifiable intangible assets.

Statement
141 eliminates the pooling of interest method of accounting for busiess combinations and changes the criteria to recognize intangible assets apart from goodwill. The
requirements of 141 are effective for any business combination accounted for by the purchase method that is completed after June 30, 2001.

As
of July 1, 2002 the Company will implement SFAS 142 on all goodwill related to business combinations which occurred prior to July 1, 2001. Under Statement 142 goodwill is no longer
amortized. All goodwill and indefinite-lived intangible assets must be tested for impairment and a transition adjustment will be recognized. Transition to the new rules requires the completion of a
transitional impairment test of all goodwill within the first year of adoption. This test requires determining and comparing the fair value of goodwill to its carrying value.

Any
impairment loss resulting from the transitional impairment test will be accounted for as a change in accounting principles.

Management
does not expect to incur any significant impairment loss as a result of the transitional impairment test, Management expects amortization expense to decrease by approximately
$100,000 for the fiscal year beginning July 1, 2002 as a result of implementing SFAS 142.

SFAS
143, Accounting for Asset Retirement Obligations and SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets are not expected to have a material effect on the
Company's financial statements.

Results of Operations

Net SalesNet Sales for the year ended June 30, 2001 of $32,049 were from advisory services. The Company had no sales for the period ended June 30,
2000.

Cost
of SalesCost of Sales consisted primarily of fees paid to outside sales representatives.

Selling,
General and Administrative ExpensesSelling, General and Administrative expenses were $260,525 and $32,493 for the year ended June 30, 2001 and the period ended June
30, 2000 respectively. The increase was due to increased sales and marketing activity, and miscellaneous expenses related to market development efforts. A substantial amount of the increase in
Selling, General and Administrative Expenses during 2001 related to approximately $168,000 paid to Eastwell Financial Services during the year. Eastwell was a related party until June of 2001.
Eastwell provides, under an agency agreement, office and secretarial services for our management and sales staff based overseas. For this service, against invoice, the Company reimburses Eastwell for
costs incurred in respect of expenses met by Eastwell on the Company's behalf.

Interest
IncomeInterest Income was $149,786 for the year ended June 30, 2001 compared to $18,268 for the period ended June
30, 2000. Interest income for 2001 and 2000 was primarily generated from a 12-month Certificate of Deposit, which matured in May of 2001. In 2001 the Company also earned interest on mortgage
debentures secured by real estate in the French Riviera.

14

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Foreign
CurrencyForeign Currency gains and losses are primarily the result of the Company holding assets denominated in Euro and liabilities denominated in Japanese Yen. For
the year ended June 30, 2001 the Company had a net foreign currency gain of $59,586 compared to a loss of $107,890 for the period ended June 30, 2000. Foreign currency translation adjustments resulted
from converting the Company's functional currency Sterling to its reporting currency the Dollar. These adjustments are a component of other comprehensive income. For the year ended June 30, 2001 the
Company had a translation loss of $(94,527) for the period ended June 30, 2000 the Company had a translation gain of $17,361.

Net
LossThe Company had a net loss of $(59,185) for the year end June 30, 2001 and a net loss of $(124,118) for the period ended from July 15, 1999 through June 30, 2000.
These losses are the result of the operations of Online Advisory, Ltd. which was acquired by Glengarry Holdings, Ltd. on June 29, 2001 in a reverse acquisition. Under reverse acquisition accounting
Online Advisory, Ltd. (the subsidiary) has been treated as the accounting acquirer. Glengarry Holdings, Ltd. (the parent) incurred a net loss of $(771,015) and had net income of $111,993 for the years
ended June 30, 2001 and 2000 respectively.

Liquidity
and Capital ResourcesAs a result of the acquisition of Online Advisory, the Company held at June 30, 2001, ten mortgage debentures secured by a property located in
France on the French Riviera. These debentures accrue interest at 5% per annum and are payable in French Francs; they mature in January 2009. The debentures are considered available- for-sale
securities. The cost basis and market value of these debentures was $6,270,695 as of June 30, 2001. On January 4, 2002 the Company sold five mortgage debentures acquired in the acquisition, resulting
in cash proceeds of approximately $3,360,000.

The
debentures provide sources of collateral which can be used to secure loans for working capital. At June 30, 2001 the Company had a loan payable in the amount of 400,000,000 Japanese
Yen which translates to $3,196,290 U.S. dollars. This loan is secured by $3,520,780 of cash deposits and the debentures.

Although
the Company has a history of operating losses, management believes the cash and debentures obtained through its acquisition of Online Advisory will be sufficient to fund the
Company's operations and working capital requirements for the 2002 fiscal year.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The risk in the Company's market sensitive instruments and positions is the potential loss arising from adverse changes in foreign currency exchange rates and
interest rates as discussed below:

Foreign Exchange Risk

The Company is exposed to the effect of foreign exchange rate fluctuations in the U.S. Dollar value of foreign currency-denominated assets and liabilities. At
June 30, 2001 and 2000 the Company's primary functional currency is Sterling. The reporting currency is the U.S. Dollar and the Company's largest exposure comes from the French Franc (Euro) and the
Japanese Yen.

As
of June 30, 2001 the Company held mortgage debentures in the amount of 48,620,250 French Francs (FRF) or 7,412,109 EUR which translates to $6,270,695. These debentures are classified
as available for sale securities. As of June 30, 2000 the Company did not hold any mortgage debentures. The result of a 10% weakening in Sterling against the Euro from June 30, 2001 levels would
result in a decrease in operating income of approximately $630,000. The result of a 10% weakening of the U.S. Dollar against Sterling would result in a decrease in other comprehensive income of
$630,000.

As
of June 30, 2001 and 2000 the Company had loans outstanding in the amount of 400 million and 330 million Japanese Yen which translated to $3,196,290 and $3,140,996 respectively. The
result of

15

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a 10% weakening of the Dollar to the Yen would result in a decrease to operating income of approximately $320,000 for 2002 compared to $315,000 for 2001. As of June 30, 2001 and 2000 the Company had
cash and or certificates of deposits held in Sterling (the functional currency of the subsidiary Online Advisory Ltd.) in the amount of £2,811,865 and £2,511,458 respectively
which translates to $3,960,031 and $3,815,156 respectively. A 10% weakening of the Dollar to Sterling would result in a reduction of approximately $400,000 and $380,000 to other comprehensive income
for 2002 and 2001 respectively.

For
the year ending June 30, 2001 and the period ending June 30, 2000 the Company had a net foreign currency gain (loss) of $59,586 and ($107,890) respectively. Translation adjustments
relating to the conversion of the functional currency to the reporting currency were ($94,527) and $17,361 for 2001 and 2000 respectively. These amounts are included in the Company's financial
statements as a component of other comprehensive income.

Interest Rate Risk

At June 30, 2001 the Company held mortgage debentures in the amount of 48,281,123 French Francs (FRF) which translates to $6,270,695. The mortgage debentures
accrue interest at a fixed rate of 5% per annum (which the Company determines to be the market rate as of June 30, 2001) and mature in January of 2009. These debentures are considered available for
sale securities. An increase in interest rates would result in a reduced market value and a carrying value for these debentures. A reduction in the value would be reported as a reduction to other
comprehensive income. An increase in the fair market interest rate from 5% to 8% during the year ending June 30, 2002 would result in a valuation adjustment of approximately $1,130,000. If these
debentures were held at June 30, 2002 this adjustment would be reflected as a decrease to other comprehensive income. If sold, the Company's net income would be reduced by approximately $1,130,000.

At
June 30, 2001 and 2000 the Company had short term borrowings denominated in Japanese Yen of 400 million and 330 million respectively, which translates to $3,196,290 and $3,140,996.
Both loans had fixed interest rates of 1.5% and .75% respectively. Due to the term of these borrowings and the fixed rate of interest the Company did not consider market interest rate fluctuations to
pose a significant risk to earnings in relation to these borrowings.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See financial statements annexed hereto.

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

None.

16

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Our Board of Directors consist of five directors divided into three classes serving staggered three-year terms. The directors and executive officers of the
Company as of June 29, 2002 are as follows:

|Name                |  | Age |  | Position                                                         |  | Term Expires
|------------------- |  | --- |  | ---------------------------------------------------------------- |  | ------------
|David Caney         |  | 47  |  | President and Director                                           |  | 2004        
|William Bolland     |  | 51  |  | Vice President and Director                                      |  | 2003        
|Jacqueline Antin    |  | 55  |  | Chief Financial Officer and Director                             |  | 2002        
|Roderick M. Forrest |  | 35  |  | Director (Chairman of the Board)                                 |  | 2003        
|Robert J. Mason     |  | 39  |  | Director                                                         |  | 2003        
|Glyn Williams       |  | 45  |  | Managing Director (executive officer) of Online Advisory Limited |  |             

All
officers are appointed by and serve at the direction of the Board of Directors. There are no family relationships among any of our directors or officers.

David
B. Caney was appointed as a director, President and Chief Executive Officer on November 2, 2000 of Endless Youth Products, Inc., the Company's predecessor ("Endless Youth"). He has
continued in these positions through the Company's Bermuda redomestication merger (the "Redomestication") on February 2, 2001. Mr. Caney's experience includes a long history of management of
international trade and shipping companies including Humatech Ltd. for which he has served as a major director since 1998. Humatech Ltd. is the European distributor for Humatech, Inc., a U.S. based
distributor of organic based feed and agricultural products. From 1992 to 1997, he served as a managing director for Crusader Navigation Ltd. (Tunbridge Wells), a British, American and Italian owned
operator and manager of commercial ships ranging from 35,000 to 150,000 tons operating in the United Kingdom, the United States, Western Europe, Australia, Asia, the Middle East and South Africa. In
such a capacity, he was estimating and budgeting, contract negotiation, customer relations, marketing, development strategy, chartering, administration and day-to-day management. The company carried
an average of about 4 million tons of cargo per annum (the lowest being 1997 at 1.3 million and highest being just over 8 million in 1993/4) mostly under long-term contract, on vessels under long term
charter. At the peak in 1993/4/5 the company had between 16 and 20 ships in their fleet. Mr. Caney left the partnership in 1997. Prior to joining Crusader Navigation Ltd. in 1992, Mr. Caney co-founded
and organized NS Lemos & Co. (London) in 1983, a ship owner at which he was responsible for the company's entry into the market, the purchase and sale of ships and all aspects of ship chartering and
fleet marketing, cost estimation and future business development. Concurrent from 1989 to 1992 he also served as director of The Baltic Exchange (London), an international shipping exchange and future
market where he served as a member of the finance committee.

William
Bolland was appointed Vice President and Director of the Company concurrently with the Company's Redomestication on February 2, 2001 and the appointment of Fairway Management
(Bermuda) Ltd. as the Company's Bermudian managers. He has served as Chief Executive Officer for Fairway Management (Bermuda) Ltd., since June 1993. Fairway Management provides professional management
to a broad range of international and Bermudian clients including Glengarry Holdings. Mr. Bolland, who holds a professional qualification from Chartered Institute of Public Finance and Accounting
since 1976, has held various positions at Fairway in Bermuda and the United Kingdom including Managing Director and Director of Financing during the past 18 years.

Jacqueline
Antin was appointed as a director, Chief Financial Officer and Secretary of Endless Youth on November 2, 2000. She has continued in these positions through the Company's
Redomestication on February 2, 2001. Mrs. Antin also serves the Company as an officer and director of one or more subsidiaries. Mrs. Antin served as a bank officer for NatWest Bank PLC from 1977 to

17

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2000, her most recent title being Senior Manager. At NatWest Bank PLC Mrs. Antin operated in various capacities including lending, securities settlement, investment, mortgages and account management.
She offers the company extensive financial and banking experience secured during a career of more than 30 years.

Roderick
Forrest was appointed Chairman of the Board of the Company concurrently with the Company's Redomestication on February 2, 2001. He is a corporate attorney practicing in Bermuda
with Wakefield Quin (formerly M.L.H. Quin & Co.), the Company's Bermuda counsel, where he is a Senior Associate. Mr. Forrest qualified as a solicitor in Scotland in 1990 with Gray Muirhead WS in
Edinburgh. In 1990 he joined the Legal Services Division of the Bank of Scotland mainly working in the Recoveries Section supervising the Bank's interests in corporate insolvencies and advising on
refinancing and capital restructuring. In 1996 he joined M.L.H. Quin & Co., practicing company and commercial law, on matters including mutual funds, limited partnerships, banking, finance and trusts.
Mr. Forrest currently holds directorships with a number of international companies. He is a member of the Law Society of Scotland and the Bermuda Bar Association.

Robert
J. Mason was appointed a Director of the Company concurrently with the Company's Redomestication on February 2, 2001 and the appointment of Fairway Management (Bermuda) Ltd. as
the Company's Bermudian manager. He has served as Executive Officer, Accounting and Information Systems for Fairway Management (Bermuda) Ltd. since 1994 and has been associated with Fairway in various
accounting and administrative positions since 1988. Mr. Mason is a Certified Management Accountant and is the current President of the Society of Management AccountantsBermuda.

Glyn
Williams was appointed Managing Director (an executive officer, but not a member of the Board of Directors) of Online Advisory Limited on June 18, 2001. Mr. Williams served with
NatWest Bank PLC from 1973- 2001, most recently as a Senior Premium Client Manager. In a long career with the Bank, Glyn Williams activities have been centered around delivery of quality & quantative
solutions in portfolio management and sales initiatives.

Section 16(a) Beneficial Ownership Compliance

We are a "foreign private issuer" as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a foreign private
issuer are exempt from the rules under the Exchange Act requiring directors and executive officers, and person who own more than 10% of our common stock, to file with the SEC initial reports of
beneficial ownership and reports of changes in beneficial ownership of our common stock.

18

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ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth all compensation paid or distributed during the fiscal years ended June 30, 1999, 2000 and 2001 for services rendered by each
person serving the Chief Executive Officer of the Company or Online Advisory during the fiscal year ended June 30, 2001:

|                                                             |  | ANNUAL COMPENSATION |  |    |            |  |        
|------------------------------------------------------------ |  | ------------------- |  | -- | ---------- |  | -------
|
|
|David Caney,
Current President and CEO (2)                   |  | 2001                |  | $  | 23,988     |  | -0-    
|Edward Shah,
Former Chairman and Chief Executive Officer (3) |  | 2000
2001           |  | $$ | -0-
70,218 |  | -0-
-0-
|Victor Hardt(4)
Former Managing Director and CEO             |  | 2000
2001           |  | $$ | -0-
-0-    |  | -0-
-0-

---

No
other annual compensation, stock appreciation rights, long-term restricted stock awards, or long-term incentive plan payouts were awarded to, earned by or paid to the named executive
officers during any of the Company's last three fiscal years. There are no other persons serving the Company or Online as executive officers whose compensation exceeded $100,000 for services rendered
to the Company or Online in all such capacities during the year ended June 30, 2001.

Board Report on Executive Compensation

The Board of Directors did not, during the year ended June 30, 2001, have a compensation or similar committee. Accordingly, the full Board of Directors is
responsible for determining and implementing
the compensation policies of the Company. The Company's principal activities during fiscal year 2001 related to the identification and structuring of strategic acquisitions and, accordingly,
compensation was paid to executives based upon time and effort devoted to specific administrative tasks.

The
Board's executive compensation policies going forward will be designed to offer competitive compensation opportunities for all executives which are based on personal performances,
individual initiative and achievement, as well as assisting the Company in attracting and retaining qualified executives. The Board also endorses the position that stock ownership by management and
stock-based compensation arrangements are beneficial in aligning management's and stockholders' interests in the enhancement of stockholder value.

19

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Compensation
which will be paid to the Company's executive officers will generally consist of the following elements: base salary, annual bonus and long-term compensation in the form of
stock options and any pension or long term compensation plans which the Company adopts in the future. Compensation levels for executive officers of the Company will be determined by a consideration of
each officer's initiative and contribution to overall corporate performance and the officer's managerial abilities and performance in any special projects that the officer may have undertaken.
Competitive base salaries that reflect the individual's level of responsibility are important elements of the Company's executive compensation philosophy. Subjective considerations of individual
performance will be considered in establishing annual bonuses and other incentive compensation. In addition, the Board will consider the Company's financial position and cash flow in making
compensation decisions.

The
Company may in the future have certain broad-based employee benefit plans in which all employees, including the named executives, are permitted to participate on the same terms and
conditions relating to eligibility and subject to the same limitations on amounts that may be contributed.

1996 Stock Option Plan

In July 1996 the Company's predecessor, Endless Youth, adopted the 1996 Stock Option Plan to provide for the grant of incentive and non-qualified stock options to
selected employees, officers and directors. The Plan was amended as of June 2, 1999 to increase the number of shares available thereunder. The Plan currently allows for the issuance of options to
purchase up to 125,000 shares of common stock. The vesting schedule of the Plan allows for the exercise of a portion of the options granted beginning after one year with full exercisability of all
options granted not more then ten years after the date of grant. As of June 30, 2001, options to purchase 6,000 shares of common stock were outstanding at exercise prices ranging from $6.25 to $25.00
per share. As of June 30, 2001, 95,000 shares of common stock were available for future grants under the Plan.

Option Grants and Exercises

During the year ended June 30, 2001, there were no options granted or exercised under the 1996 Stock Option Plan.

Director Compensation

Directors are not paid any cash compensation for serving on the board. Directors who are not officers or employees of the Company are eligible to receive grants
of non-qualified options under the Company's 1996 Stock Option Plan. No such grants were made during the fiscal year ended June 30, 2001.

Employment Agreements and Change-in-Control Arrangements

None

Stock Performance Graph

The following graph shows a comparison of cumulative total returns on the common stock of the Company from March 31, 1998 ( the first month the Company's shares
traded in the OTC-BB) through June 30, 2001 with the cumulative total return on the NASDAQ Market Index and the cumulative total return on a group of Miscellaneous Business Services Index (SIC Code
738) compiled by Media General Financial Services (the "Peer Group"). The Company did not pay any dividends during this period.

20

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The
graph assumes an investment of $100 in each of the Company, the NASDAQ Market Index and the Peer Group on March 31, 1998. The comparison also assumes that all dividends are
reinvested.

Comparison of Cumulative Total Returns

GRAPHIC

The
comparisons in this table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Company's
Common Stock. The stock price performance graph shall not be deemed to be incorporated into any filing under the Securities Act or the Exchange Act, notwithstanding any general statement contained in
any such filing incorporating this proxy statement by reference, except to the extent that the Company specifically incorporates this information by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following information with respect to the outstanding shares of the Company's common stock beneficially owned by (i) each director of the Company, (ii) the
chief executive officer, (iii) all beneficial owners of more than five percent of common stock known to the Company and (iv) the

21

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directors and executive officers as a group, is furnished as of June 29, 2002, except as otherwise indicated.

|NAME OF BENEFICIAL OWNER                            |  | AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1) |  | PERCENT OF CLASS (1)
|--------------------------------------------------- |  | --------------------------------------------- |  | --------------------
|David Caney                                         |  | -0-                                           |  | 0%                  
|William Bolland                                     |  | -0-                                           |  | 0%                  
|Jacqueline Antin                                    |  | -0-                                           |  | 0%                  
|Roderick M. Forrest                                 |  | -0-                                           |  | 0%                  
|Robert J. Mason                                     |  | -0-                                           |  | 0%                  
|All Officers and Directors as a Group (six persons) |  | -0-                                           |  | 0%                  

---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Victor Hardt was a director of Online Advisory, Ltd. until June 19, 2001 and was also a consultant to Eastwell Financial Services Ltd. Online Advisory paid
Eastwell Financial Services Ltd. $277,728 and $35,076 for management fees, consulting services, and expense reimbursements for the year ended June 30, 2001 and the period ended June 30, 2000,
respectively. During the year ended June 30, 2001, Eastwell paid Online $32,049 in commissions. Mr. Hardt has no equity interest in Eastwell Financial Services Ltd. and was retained by Eastwell
Financial Services Ltd. as a consultant.

Other
than as set forth above under the heading "Executive Compensation", there were no other transactions or relationships between the company and any director or executive officer or
members of their respective immediate families involving more than $60,000 during the year ended June 30, 2001.

22

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.



|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger dated as of December 6, 2000 by and among Endless Youth Products, Inc, a Nevada corporation, Endless Youth Products, Ltd., a Bermuda company, and EYPI Merger Corp., a Nevada corporation
(included as annex A to the proxy statement/prospectus). (1)
|2.2         |  | Securities Exchange Agreement dated June 29, 2001 between Glengarry Holdings Limited and the shareholders of Online Advisory Limited represented by Rosewood Company Limited (Equity Services). (3)                                                                                
|2.3         |  | Stock Sale Agreement dated as of June 29, 2001 between Glengarry Holdings Limited and Emmerson Development Trust. (3)                                                                                                                                                              
|3.1         |  | Memorandum of Association of Glengarry Holdings Limited (formerly Endless Youth Products, Ltd.), a Bermuda company (included as annex B to the proxy statement/prospectus). (1)                                                                                                    
|3.2         |  | Bye-Laws of Glengarry Holdings Limited (Endless Youth Products, Ltd.), a Bermuda company (included as annex C to the proxy statement/prospectus). (1)                                                                                                                              
|3.3         |  | Deed consolidating common shares dated February 6, 2001. (2)                                                                                                                                                                                                                       
|10.1        |  | Registration Rights Agreement dated June 29, 2001. (3)                                                                                                                                                                                                                             
|10.2        |  | Escrow Agreement dated June 29, 2001. (3)                                                                                                                                                                                                                                          
|10.3        |  | 1996 Stock Option Plan. (4)                                                                                                                                                                                                                                                        
|10.4        |  | Amendment No. 1 to Stock Option Plan. (4)                                                                                                                                                                                                                                          
|10.5        |  | Amendment No. 2 to Stock Option Plan. (4)                                                                                                                                                                                                                                          
|10.6        |  | Lease dated August 20, 2001 between Elderwalk Limited and Online Advisory Limited. (5)                                                                                                                                                                                             
|10.7        |  | Form of Bearer Debentures owned by the Registrant and issued by Oakland Finance Limited (5)                                                                                                                                                                                        
|10.8        |  | ¥400,000,000 Loan Facility Agreement dated June 29, 2001 between Trade Credit & Guarantee S.A. and the Registrant                                                                                                                                                                  
|11.1        |  | Statement re: calculation of per-share earnings. (See Note 1 to the Consolidated Financial Statements) (5)                                                                                                                                                                         
|21.1        |  | Subsidiaries of the Registrant:                                                                                                                                                                                                                                                    
|            |  | Online Advisory Limited (U.K.) 100%                                                                                                                                                                                                                                                
|            |  | Glengarry Software Solutions Limited (Bermuda) 100%                                                                                                                                                                                                                                
|23.1        |  | Consent of Wakefield Quin                                                                                                                                                                                                                                                          

---

23

---

All
supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto
or in other supplemental schedules.



Form
8-K report dated June 29, 2001, reporting the acquisition of Online Advisory Limited.

24

---



SIGNATURES

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

|Dated: July 24, 2002 |  | GLENGARRY HOLDINGS LIMITED
|-------------------- |  | --------------------------
|                     |  | By:                       

25

---

Beckman Kirkland
    & Whitney Letterhead

INDEPENDENT AUDITORS' REPORT

Board
of Directors and Shareholders of
Glengarry Holdings, Ltd. and Subsidiaries

We
have audited the accompanying consolidated balance sheets of Glengarry Holdings, Ltd. and subsidiaries as of June 30, 2001 and 2000, and the related consolidated statements of
operations and comprehensive loss, shareholders' equity and cash flows for the year ended June 30, 2001 and the period from July 15, 1999 (date of inception) through June 30, 2000. These consolidated
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 auditing standards generally accepted in the United States of America. 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 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 Glengarry Holdings, Ltd. and subsidiaries as
of June 30, 2001 and 2000, and the results of its operations and cash flows for the year ended June 30, 2001 and the period from July 15, 1999 through June 30, 2000 in conformity with accounting
principles generally accepted in the United States of America.

/s/
Beckman, Kirkland & Whitney

Agoura
Hills, California
April 4, 2002

26

---



GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES  BALANCE SHEETS

|                                          |                                                                                                                                                                                     | June 30, 2001                              |        | June 30, 2000 |           
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------- | ----------
|ASSETS                                    |                                                                                                                                                                                     |                                            |        |               |           
|Current assets                            |                                                                                                                                                                                     |                                            |        |               |           
|                                          | Cash                                                                                                                                                                                |                                            | $      | 439,251       |           
|                                          | Restricted cash (Note 5)                                                                                                                                                            |                                            |        | 3,520,780     |           
|                                          | Certificate of deposit (Note 5)                                                                                                                                                     |                                            |        |              |           
|                                          | Accounts receivabletrade                                                                                                                                                           |                                            |        | 18,112        |           
|                                          | Interest receivable                                                                                                                                                                 |                                            |        | 16,108        |           
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|                                          |                                                                                                                                                                                     | Total current assets                       |        |               | 3,994,251 
|Property and equipment, net (Notes 1 & 3) |                                                                                                                                                                                     |                                            | 88,658 |               |           
|Other assets                              |                                                                                                                                                                                     |                                            |        |               |           
|                                          | Mortgage debentures receivable (Note 4 & 11)                                                                                                                                        |                                            |        | 6,270,695     |           
|                                          | Goodwill                                                                                                                                                                            |                                            |        | 972,429       |           
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|                                          |                                                                                                                                                                                     | Total assets                               |        | $             | 11,326,033
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|LIABILITIES AND SHAREHOLDERS' EQUITY      |                                                                                                                                                                                     |                                            |        |               |           
|Current liabilities                       |                                                                                                                                                                                     |                                            |        |               |           
|                                          | Accounts payable                                                                                                                                                                    |                                            | $      | 222,155       |           
|                                          | Accrued expenses                                                                                                                                                                    |                                            |        | 8,450         |           
|                                          | Notes and loans payable (Note 5)                                                                                                                                                    |                                            |        | 3,196,290     |           
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|                                          |                                                                                                                                                                                     | Total liabilities                          |        |               | 3,426,895 
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|Commitment and contingencies (Note 9)     |                                                                                                                                                                                     |                                            |        |               |           
|SHAREHOLDERS' EQUITY                      |                                                                                                                                                                                     |                                            |        |               |           
|                                          | Preferred stock, $.005 par value, authorized 50,000,000 shares; no shares issued and outstanding at June 30, 2001 and June 30, 2000                                                 |                                            |        |               |           
|                                          | Common stock, $.05 par value, authorized 50,000,000 shares; 40,793,650 shares issued and outstanding at June 30, 2001, and 3,560,357 shares issued and outstanding at June 30, 2000 |                                            |        | 2,039,682     |           
|                                          | Additional paid-in capital                                                                                                                                                          |                                            |        | 6,119,925     |           
|                                          | Accumulated deficit                                                                                                                                                                 |                                            |        | (183,303      | )         
|                                          | Cumulative foreign currency translation adjustment                                                                                                                                  |                                            |        | (77,166       | )         
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|                                          |                                                                                                                                                                                     | Total shareholders' equity                 |        |               | 7,899,138 
|                                          |                                                                                                                                                                                     |                                            |        |               |           
|                                          |                                                                                                                                                                                     | Total liabilities and shareholders' equity |        | $             | 11,326,033
|                                          |                                                                                                                                                                                     |                                            |        |               |           

See
accompanying notes to financial statements

27

---

GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                             |                                          | Year ended
June 30, 2001                     |         | Period from July 15, 1999
(date of inception) to
June 30, 2000 |         
|-------------------------------------------- | ---------------------------------------- | -------------------------------------------- | ------- | -------------------------------------------------------------- | --------
|Gross receipts                               |                                          | $                                            | 32,049  |                                                                | $       
|                                             | Less: returns and allowances             |                                              |         |                                                               |         
|                                             |                                          |                                              |         |                                                                |         
|Net sales                                    |                                          |                                              | 32,049  |                                                                |         
|Cost of sales                                |                                          |                                              | 20,831  |                                                                |         
|                                             |                                          |                                              |         |                                                                |         
|                                             | Gross profit                             |                                              |         | 11,218                                                         |         
|Selling, general and administrative expenses |                                          |                                              | 260,525 |                                                                |         
|                                             |                                          |                                              |         |                                                                |         
|                                             | Income (loss) from operations            |                                              |         | (249,307                                                       | )       
|Other income and (expenses)                  |                                          |                                              |         |                                                                |         
|                                             | Interest income                          |                                              |         | 149,786                                                        |         
|                                             | Interest expense                         |                                              |         | (19,250                                                        | )       
|                                             | Foreign currency gain (loss)             |                                              |         | 59,586                                                         |         
|                                             |                                          |                                              |         |                                                                |         
|                                             | Income (loss) before income taxes        |                                              |         | (59,185                                                        | )       
|                                             | Provision for income taxes(Note 6)      |                                              |         |                                                               |         
|                                             |                                          |                                              |         |                                                                |         
|                                             |                                          | Net income (loss)                            |         |                                                                | (59,185 
|Other comprehensive income (loss):           |                                          |                                              |         |                                                                |         
|                                             | Foreign currency translation adjustments |                                              |         | (94,527                                                        | )       
|                                             |                                          |                                              |         |                                                                |         
|                                             |                                          | Comprehensive income (loss)                  |         | $                                                              | (153,712
|                                             |                                          |                                              |         |                                                                |         
|Income (loss) per share amounts:             |                                          |                                              |         |                                                                |         
|                                             | Basic:                                   |                                              |         |                                                                |         
|                                             |                                          | Net income (loss) from continuing operations |         | $                                                              | (0.01   
|                                             |                                          |                                              |         |                                                                |         
|                                             | Diluted:                                 |                                              |         |                                                                |         
|                                             |                                          | Net income (loss) from continuing operations |         | $                                                              | (0.01   
|                                             |                                          |                                              |         |                                                                |         
|Weighted average shares outstanding          |                                          |                                              |         |                                                                |         
|                                             | Basic                                    |                                              |         | 4,117,164                                                      |         
|                                             |                                          |                                              |         |                                                                |         
|                                             | Diluted                                  |                                              |         | 4,117,164                                                      |         
|                                             |                                          |                                              |         |                                                                |         

See
accompanying notes to financial statements

28

---



GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES  STATEMENTS OF CASH FLOWS

|                                                                                  |                                                                           | Year ended
June 30, 2001 |           | Period from July 15, 1999
(date of inception) to
June 30, 2000 |  
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------ | --------- | -------------------------------------------------------------- | -
|OPERATING ACTIVITIES:                                                             |                                                                           |                          |           |                                                                |  
|Net loss                                                                          |                                                                           | $                        | (59,185   | )                                                              | $
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                           |                          |           |                                                                |  
|                                                                                  | Depreciation & amortization                                               |                          |           | 12,066                                                         |  
|                                                                                  | Foreign currency adjustment                                               |                          |           | 142,318                                                        |  
|                                                                                  | (Increase) Decrease in accounts receivable                                |                          |           | (18,112                                                        | )
|                                                                                  | (Increase) Decrease in interest receivable                                |                          |           | (16,108                                                        | )
|                                                                                  | Increase (Decrease) in accounts payable                                   |                          |           | 191,196                                                        |  
|                                                                                  | Increase (Decrease) in accrued expenses                                   |                          |           | 6,542                                                          |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Net cash provided (used) in operating activities                          |                          |           | 258,717                                                        |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|INVESTING ACTIVITIES:                                                             |                                                                           |                          |           |                                                                |  
|                                                                                  | Maturity (Purchase) of Certificate of deposit                             |                          |           | 3,797,750                                                      |  
|                                                                                  | Purchase of mortgage debentures                                           |                          |           | (645,557                                                       | )
|                                                                                  | Purchase of furniture, fixtures & equipment                               |                          |           | (100,724                                                       | )
|                                                                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Net cash provided (used) in investing activities                          |                          |           | 3,051,469                                                      |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|FINANCING ACTIVITIES:                                                             |                                                                           |                          |           |                                                                |  
|                                                                                  | Proceeds from issuance of common stock                                    |                          |           | 4,774,922                                                      |  
|                                                                                  | Repayment of short-term debt assumed through acquisition of GGH           |                          |           | (906,960                                                       | )
|                                                                                  | Repayment of short-term debt                                              |                          |           | (3,140,996                                                     | )
|                                                                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Net cash provided by financing activities                                 |                          |           | 726,966                                                        |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|Effect of exchange rates on cash and cash equivalents                             |                                                                           |                          | (94,527   | )                                                              |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|Net increase in cash and cash equivalents                                         |                                                                           |                          | 3,942,625 |                                                                |  
|Cash and cash equivalents at beginning of year                                    |                                                                           |                          | 17,406    |                                                                |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|Cash and cash equivalents at end of year                                          |                                                                           | $                        | 3,960,031 |                                                                | $
|                                                                                  |                                                                           |                          |           |                                                                |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |                                                                           |                          |           |                                                                |  
|                                                                                  | Interest expense paid during the period was:                              |                          | $         | 19,250                                                         |  
|                                                                                  | Income taxes paid during the period was:                                  |                          |           |                                                               |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Mortgage debentures received from issuance of common stock                |                          | $         | 5,782,674                                                      |  
|                                                                                  | Liabilities assumed relating to issuance of stock                         |                          |           | (3,210,230                                                     | )
|                                                                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Net non-cash consideration for issuance of common stock                   |                          | $         | 2,572,444                                                      |  
|                                                                                  |                                                                           |                          |           |                                                                |  
|                                                                                  | Fair market value of liabilities in excess of asset for acquired business |                          | $         | 888,236                                                        |  

See
accompanying notes to financial statements

29

---

GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES  STATEMENTS OF SHAREHOLDERS' EQUITY

|                                                                     |  | Common Stock |  |   |           |  |   | Accumulated
Other
Comprehensive
Income |  |   |         
|-------------------------------------------------------------------- |  | ------------ |  | - | --------- |  | - | -------------------------------------- |  | - | --------
|
|
|July 15, 1999 (date of inception)                                    |  |             |  | $ |          |  | $ |                                       |  | $ |        
|Shares issued                                                        |  | 3,560,357    |  |   | 178,017   |  |   | 570,033                                |  |   |         
|Net loss for period                                                  |  |              |  |   |           |  |   |                                        |  |   | (124,118
|Foreign currency translation adjustment                              |  |              |  |   |           |  |   |                                        |  |   |         
|                                                                     |  |              |  |   |           |  |   |                                        |  |   |         
|Balance at June 30, 2000                                             |  | 3,560,357    |  | $ | 178,017   |  | $ | 570,033                                |  | $ | (124,118
|                                                                     |  |              |  |   |           |  |   |                                        |  |   |         
|Shares issued                                                        |  | 36,895,443   |  |   | 1,844,772 |  |   | 5,502,594                              |  |   |         
|Net loss for period                                                  |  |              |  |   |           |  |   |                                        |  |   | (59,185 
|Foreign currency translation adjustment                              |  |              |  |   |           |  |   |                                        |  |   |         
|Restatement in connection with reverse acquisition of GGH and Online |  | 337,850      |  |   | 16,893    |  |   | 47,298                                 |  |   |         
|                                                                     |  |              |  |   |           |  |   |                                        |  |   |         
|Balance at June 30, 2001                                             |  | 40,793,650   |  | $ | 2,039,682 |  | $ | 6,119,925                              |  | $ | (183,303
|                                                                     |  |              |  |   |           |  |   |                                        |  |   |         

See
accompanying notes to financial statements

30

---



GLENGARRY HOLDINGS LIMITED AND SUBSIDIARIES  NOTES TO FINANCIAL STATEMENTS  JUNE 30, 2001 AND JUNE 30, 2000

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Glengarry Holdings Limited (the Company), a Bermuda Corporation, was incorporated in November of 2000. In February 2001 Endless Youth Products, Inc., (the
historical issuer) was merged into EYPI Merger Corp., a Nevada subsidiary of Glengarry Holdings Limited. The shareholders of Endless Youth Products, Inc. became shareholders of Glengarry Holdings
Limited. EYPI Merger Corp. was dissolved, Endless Youth Products, Inc. became a wholly owned subsidiary of Glengarry Holdings Limited and the name of Endless Youth Products Inc. was changed to
Glengarry Holdings (US) Limited. Glengarry Holdings (US) Limited was subsequently sold for nominal consideration.

On
June 29, 2001 the Company issued 40,455,800 shares of common stock in exchange for all issued and outstanding shares of Online Advisory Limited. The transaction was accounted for as a
reverse acquisition whereby Online Advisory Limited was treated as the accounting acquirer and Glengarry Holdings Limited as the acquiree, because Online shareholders owned the majority of the Company
as a result of the merger. Accordingly, the consolidated financial statements of the Company (the parent) are presented, as a continuation of the operations and financial position of Online Advisory
Limited (the subsidiary). Glengarry Holdings Limited and its subsidiaries (the Company) is engaged in the marketing, distribution and sale, on a commission basis, of computer hardware and software,
information technology ("IT") consulting, IT personnel placement and technology financing, with emphasis on multi-lingual applications to new and existing systems.

Basis of Consolidation

The consolidated financial statements include the accounts of Glengarry Holdings Limited and its domestic and foreign subsidiaries. Inter-company accounts and
transactions have been eliminated.

Foreign Subsidiaries

The local foreign currency is the functional currency for Online Advisory Limited Assets and liabilities are translated into U.S. dollars at the rate of exchange
existing at year-end. Translation gains and losses are included as a component of shareholders' equity. Transaction gains and losses are included in the statement of operations.

Cash Equivalents

The Company considers all highly liquid certificates of deposit with an original maturity of three months or less to be cash equivalents.

Depreciation and Amortization

Depreciation of property and equipment is computed using the straight-line method based on estimated useful lives ranging as follows:

Furniture and Fixtures

7 yearsComputer Equipment

5 years


31

---

Goodwill

Goodwill was generated from the acquisition of Online Advisory Limited, which was accounted for as a reverse acquisition. Goodwill has been recorded at cost and
will be amortized on a straight-line basis over ten years. In determining the estimated useful lives, management considered the nature, competitive position, life cycle position, and expected future
operating income of the acquired company, as well as the Company's commitment to support the acquired Company through continued investment in operational improvements. The Company continually reviews
whether subsequent events and circumstances have occurred that indicate the remaining estimated useful life of goodwill may warrant revision or that the remaining balance of goodwill should be
adjusted for impairment. Effective July 1, 2002 and for any future acquisitions commenced prior to July 1, 2002 the Company will account for goodwill in accordance with FASB 142, under statement 142
goodwill is no longer amortized instead, it is tested at least annually for impairment.

Revenue Recognition

Revenue from software system sales and related financing services are recognized at the time commissions from the related sales are received. Revenues from
advisory services are recognized when the services are performed.

Use of Estimates

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

Reclassifications

Certain reclassifications were made to conform prior years' data to the current presentation. Historical share and earning per share disclosures have been
adjusted to reflect the 7.121 shares of Glengarry Holdings Limited common stock ("Exchange Ratio") that Online Advisory Limited shareholders received for each share of Online Advisory Limited common
stock upon the merger of Glengarry Holdings Limited and Online Advisory Limited (see Note 2).

Income Taxes

Provisions (benefits) for federal and state income taxes are calculated on reported financial statement income (loss) based on current tax law and also include
the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions (benefits) differ from the amounts currently payable
because certain items of income and expense, known as temporary differences, are recognized in different tax periods for financial reporting purposes than for income tax purposes.

Earnings (Loss) Per Share

The Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). This statement requires the company to report basic and
diluted earnings (loss) per share. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share include the effect of the additional common shares that would have been outstanding if dilutive stock options had been exercised.

32

---

The
following table summarizes the calculation of basic and diluted earnings per share:

|                                                                                   |                                                                                                  | June 30, 2001 |           | Period from
July 15, 1999
(date of inception)
to June 30, 2000 |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------- | --------- | -------------------------------------------------------------- | -
|Numerator:                                                                         |                                                                                                  |               |           |                                                                |  
|                                                                                   | Basic and diluted earnings per share  net income (loss)                                         |               | $         | (59,185                                                        | )
|Denominator:                                                                       |                                                                                                  |               |           |                                                                |  
|                                                                                   | Basic earnings per share  weighted average number of common share outstanding during the period |               |           | 4,117,164                                                      |  
|Incremental common shares attributable to assumed exercise of options and warrants |                                                                                                  |               | n/a       |                                                                |  
|Denominator for diluted earnings per share                                         |                                                                                                  |               | 4,117,164 |                                                                |  
|Basic earnings per share                                                           |                                                                                                  | $             | (0.01     | )                                                              | $
|Diluted earnings per share                                                         |                                                                                                  |               | (0.01     | )                                                              |  

New Accounting Standards

Major provisions of new accounting standards which may be material to the Company's financial statements in the future are as follows:

SFAS
141, Business Combinations and SFAS 142, goodwill and other intangible assets, change the accounting for business combinations, goodwill and identifiable intangible assets.

Statement
141 eliminates the pooling of interest method of accounting for business combinations and changes the criteria to recognize intangible assets apart from goodwill. The
requirements of 141 are effective for any business combination accounted for by the purchase method that is completed after June 30, 2001.

As
of July 1, 2002 the company will implement SFAS 142 on all goodwill related to business combinations which occurred prior to July 1, 2001. Under Statement 142 good is no longer
amortized. All goodwill and indefinite-lived intangible assets must be tested for impairment and a transition adjustment will be recognized. Transition to the new rules requires the completion of a
transitional impairment test of all goodwill within the first year of adoption. This test requires determining and comparing the fair value of goodwill to its carrying value. Any impairment loss
resulting from the transitional impairment test will be accounted for as a change in accounting principles. Management does not expect to incur any significant impairment loss as a result of the
transitional impairment test, Management expects amortization expense to decrease by approximately $100,000 for the fiscal year beginning July 1, 2002 as a result of implementing SFAS 142.

NOTE 2MERGERS AND ACQUISITIONS

Acquisition of Online Advisory Services

On June 29, 2001 Glengarry Holdings Limited acquired all of the issued and outstanding shares of Online Advisory Limited. The transaction was accounted for as a
reverse acquisition whereby Online Advisory Limited was treated as the accounting acquirer and Glengarry Holdings Limited as the acquiree, because the Online shareholders owned a majority of the
Company as of the merger date. The Online Advisory Limited shareholders received 40,455,800 shares of Glengarry Holdings Limited in exchange for 5,681,428 shares of Online Advisory Limited, which
represented all of the outstanding stock of Online Advisory Limited. This acquisition was accounted for under the purchase method of accounting.

33

---

The
fair market value of Glengarry Holdings Limited was based on the average share price of its common stock near and at the date of the merger, which was 19 cents per share. The
valuation of Glengarry Holdings Limited was $84,191 including $20,000 of direct costs related to the acquisition. At the date of the acquisition Glengarry Holdings Limited had liabilities in excess of
assets of $888,238 resulting in goodwill of $972,429.

NOTE 3PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment consist of the following at:

June 30, 2001

June 30, 2000Furniture and Fixtures

$
60,991

$
Computer Equipment


39,733


less: Accumulated Depreciation


(12,066
)

$
88,658

$



Depreciation
expense charged to operations was $12,066, and $0 for the year ended June 30, 2001, and the period ended June 30, 2000 respectively.

NOTE 4MORTGAGE DEBENTURES RECEIVABLE

The Company holds ten mortgage debentures secured by a property located in France on the French Riviera. These debentures accrue interest at 5% per annum and are
payable in French Francs; they mature in January 2009. The debentures are considered available- for-sale securities. The cost basis and market value of these debentures was $6,270,695 as of June 30,
2001; accordingly no unrealized gains or losses have been recorded in other Comprehensive income or stockholders equity. The Company evaluates these debentures periodically to determine any impairment
to their fair market value. This evaluation is based on the available equity of the secured property and the stated interest rate of mortgage debentures compared to the current prevailing interest
rate of similar debt securities. These debentures are pledged as collateral against a loan payable as discussed in Note 5.

NOTE 5NOTES AND LOANS PAYABLE

At June 30, 2001 the Company had a loan payable in the amount of ¥400,000,000 Japanese Yen which translates to $3,196,290 U.S. dollars. This loan
accrues interest at 1.5% per annum and is due June 2002. This loan is secured by $3,520,780 of cash deposits and the mortgage debentures discussed in Note 4.

At
June 30, 2000 the Company had a loan payable in the amount of ¥330,000,000 Japanese Yen which translated to $3,140,996 U.S. dollars as of that date. The loan accrued
interest at .75% per annum and was paid off in May of 2001. The loan was secured by a 1 year fixed GBP Sterling Deposit of £2,500,000, which translated to $3,797,750 U.S. dollars as of
June 30, 2000. Under the terms of the loan if the security fell to 115% of the loan amount, the company was responsible for restoring the margin to a minimum of 125% of the loan amount with cash or
securities acceptable to the lender within 5 working days. If the margin fell to 105%, the lender would immediately convert the currency borrowing to Sterling pounds (the same currency in which the
security is being held).

NOTE 6INCOME TAXES

There is no current or deferred income tax expense for the year ended June 30, 2001, and the period ended June 30, 2000. The operations reported in these
financial statements represent the historical operations of Online Advisory Limited, a British subsidiary of Glengarry Holdings Limited, a Bermuda Corporation. Online is subject to tax in England.
Glengarry Holdings Limited and its other

34

---

subsidiary, Glengarry Software Solutions, Ltd., conduct its business activities in Bermuda, a non-taxable foreign jurisdiction.

SFAS
109 requires that the future tax benefit of net operating loss carryforwards be recorded as an asset using current tax rates to the extent that management assesses the utilization
of such carryforwards to be more likely than not. As of June 30, 2000 the Company had recorded a deferred tax asset of $37,000 with a valuation allowance of $37,000. As of June 30, 2001 the Company
had recorded a deferred tax asset of $55,000 with a valuation allowance of $55,000.

The
following reconciles the federal statutory income tax rate to the effective rate of the provision for income taxes.

|                                                           |  | Year Ended
June 30, 2001 |   | Period Ended
June 30, 2000 |  
|---------------------------------------------------------- |  | ------------------------ | - | -------------------------- | -
|Federal statutory rate                                     |  | 34.0                     | % | 34.0                       | %
|Adjustment for business conducted in foreign jurisdictions |  | (4.0                     | ) | (4.0                       | )
|Valuation allowance adjustment                             |  | (30.0                    | ) | (30.0                      | )
|                                                           |  |                          |   |                            |  
|Effective tax rate                                         |  | 0.0                      | % | 0.0                        | %
|                                                           |  |                          |   |                            |  

NOTE 7RELATED PARTY TRANSACTIONS

Victor Hardt was a director of Online Advisory Limited until June 19, 2001. Mr. Hardt was also a consultant for Eastwell Financial Services Ltd. Online paid
Eastwell $167,892 and $35,076 for management fees, consulting services, and expense reimbursements for the year ended June 30, 2001
and the period ended June 30, 2000 respectively. Online recorded sales of $32,049 to Eastwell for services provided and commissions.

NOTE 8SHAREHOLDERS' EQUITY

During the year ended June 30, 2001, Online Advisory Limited (the accounting acquirer) issued 5,181,216 shares of common stock (which were subsequently exchanged
for 36,895,443 shares of Glengarry Holdings Limited at the time of the acquisition of Online Advisory Limited) in exchange for the following consideration:

Cash

$
4,774,922Mortgage Debentures


5,782,674Loan Payable Assumed


(3,210,230
)$
7,347,366


The
total consideration of $7,347,366 resulted in an increase of $1,844,772 in Common Stock and an increase of $5,502,594 in additional paid in capital. The shares issued were based on
the fair market value of the Company's assets at a price per share of 20 cents.

Prior
to the reverse acquisition of Online Advisory Limited the Company had outstanding options and warrants. These options and warrants were not affected by the merger. The changes in
options and warrants reflect that of Glengarry Holdings Limited and not Online Advisory Limited which has no outstanding options or warrants.

35

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Changes
in the status of options are summarized as follows for the fiscal years ended June 30:

|                                 |                            | 2001   |                | 2000    |                | 1999    |               
|-------------------------------- | -------------------------- | ------ | -------------- | ------- | -------------- | ------- | --------------
|Outstanding at beginning of year |                            | 7,000  |                | 48,000  |                | 35,000  |               
|Granted                          |                            |       |                |        |                | 29,000  |               
|Exercised                        |                            |       |                |        |                | (16,000 | )             
|Expired                          |                            | (1,000 | )              |        |                |        |               
|Cancelled                        |                            |       |                | (41,000 | )              |        |               
|                                 |                            |        |                |         |                |         |               
|Outstanding at end of year       |                            | 6,000  |                | 7,000   |                | 48,000  |               
|                                 |                            |        |                |         |                |         |               
|Exercisable at end of year       |                            | 6,000  |                | 7,000   |                | 120,000 |               
|                                 |                            |        |                |         |                |         |               
|Price range of options:          |                            |        |                |         |                |         |               
|                                 | Outstanding at end of year |        | $6.25  $25.00 |         | $6.25  $25.00 |         | $6.25  $25.00

Changes
in the status of warrants are summarized as follows for the fiscal years ended June 30:

|                                 |  | 2001   |   | 2000    |   | 1999   |  
|-------------------------------- |  | ------ | - | ------- | - | ------ | -
|Outstanding at beginning of year |  | 6,700  |   | 38,387  |   | 20,520 |  
|Granted                          |  |       |   |        |   | 25,050 |  
|Exercised                        |  |       |   |        |   | (6,983 | )
|Expired                          |  | (2,500 | ) | (12,387 | ) | (200   | )
|Cancelled                        |  |       |   | (19,300 | ) |       |  
|                                 |  |        |   |         |   |        |  
|Outstanding at end of year       |  | 4,200  |   | 6,700   |   | 38,387 |  
|                                 |  |        |   |         |   |        |  

The
Company applies APB 25 in accounting for its employee stock options and warrants. The option price equals or exceeds the fair market value of the common shares on the date of the
grant and, accordingly, no compensation cost has been recognized under the provisions of APB 25 for stock options.

The
Company applies SFAS 123 for options and warrants issued for outside services. Compensation cost is measured at the grant date based on the value of the award and is recognized over
the service (or vesting) period.

Had
compensation cost for Company's employee stock option and warrant agreements been determined under SFAS 123, based on the fair market value at the grant dates, the Company's pro
forma net earnings would be the same as net income as reported since no options or warrants were issued for the year ended June 30, 2001 and the period ended June 30, 2000.

NOTE 9COMMITMENTS AND CONTINGENCIES

Subsequent to year-end the Company commenced a cancelable operating lease in August 2001 for its administrative offices. Under the terms of the lease the Company
is entitled to terminate the lease by giving the landlord three months notice at anytime after six months from the commencement of the lease. Future minimum lease payments under this lease for the
years ended June 30 are as follows:

Non-cancelable2002

$
35,843Cancelable2002


3,9832003


47,9712004


47,9712005


7,965


36

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NOTE 10CONCENTRATIONS OF CREDIT RISK

The
Company's financial instruments that are exposed to concentration of credit risk consist primarily of cash equivalents and mortgage debentures.

The
Company maintains its cash accounts primarily with a credit facility located in Hong Kong. The Company is not insured on its cash and cash equivalents of $3,960,031 of which
$3,520,780 is pledged against a loan with the same credit facility.

The
Company holds ten mortgage debentures all secured by the same property, which is located in France. The mortgage debtures total to approximately 25% to 30% of the fair market value
of the property and are not subordinated to any other debts or liens.

NOTE 11 SUBSEQUENT EVENT

In January of 2002 the Company sold 5 of its mortgage debentures more fully discussed in Note 4. The debentures were sold for their carrying value in Euro's which
translates to $3,360,867. The Company did recognize a foreign currency loss of $15,076 on this transaction.

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