SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

 (Mark One)

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended June 30, 2001

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _________ to ___________.

Commission File Number:   000-26611

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

           Bermuda                                               N/A
-------------------------------                           -----------------
(State or other jurisdiction of                           (I.R.S.  Employer
incorporation or organization)                            Identification No.)


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

                                 (441) 295-3511
                                 --------------
                          Registrants 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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-KSB or any amendment to the
Form 10-KSB.[X]

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

State registrant's revenues for its most current fiscal year  $36,720

As of October 9, 2001, the aggregate value of the registrant's voting stock held
by non-affiliates was $25,292,298 (computed by multiplying the average bid and
asked price on October 9, 2001 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 October 9, 2001, 40,793,900 shares of Common Stock were outstanding, which is
the registrant's only class of common stock.

<PAGE>

                                     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") is organized
under the laws of Bermuda and, through its operating subsidiaries, is engaged in
the sale of computer hardware and software, information technology ("IT")
consulting, IT personnel placement and technology financing. It actively markets
its services in Europe, Asia and the Middle East. Prior to June 2001, the
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.

         Effective June 29, 2001 the Company acquired 100% of the issued and
outstanding stock of Online Advisory Limited, a British based corporation
("Online") 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 it's Glengarry Holdings (US) Limited, a
Nevada corporation, to the Emmerson Development Trust for nominal consideration.
Glengarry (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.

         In June, 2000 the Company's sole officer and director, Neal Wallach,
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 finance sector.

         The Bermuda redomestication transaction was completed pursuant to a
vote of the shareholders of Endless Youth Products, inc., a Nevada corporation
("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

                                       2
<PAGE>

Youth became a wholly owned subsidiary of Glengarry Holdings Limited, and the
name of Endless Youth was changed to "Glengarry Holdings (US) Limited."

         The Company has, including the Online Advisory acquisition, been
engaged in the development of computer software and hardware sales, computer
consulting and the sale of technologically advanced medical scanning and
monitoring equipment. In furtherance of these activities, the Company also
organized a Bermudian trading subsidiary under the name Glengarry Software
Solutions, Limited that acts as a commissioned sales agent for the sale of
computer hardware, software and finance for same.

         The Company acquired Online Advisory Limited for its net asset value,
British Pounds, (pound)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.

Online Advisory Limited actively markets its services in Europe, Asia and the
Middle East. The acquisition of Online by the Company relieved the Company's
historic corporate debt, gave the Company a greatly enhanced asset base making
possible the opportunity of significant development during a global economic
slowdown.

         During the month of July 2001 Glengarry Software Solutions achieved
income of US$167,115, of which US$104,728 was derived from commissions earned as
a financial agent. For the month of August 2001 income of US$126,068 was
achieved and for September 2001 income of US$151,686. Respectively income earned
as commission on finance sold represents US$121,242 in August and US$146,606 in
September.

         The Company having now severed all links from the previous trading
activities associated with vitamin/skin care products, will continue to develop
and seek revenue from providing finance, as well as commissions on computer
hardware/software sales, IT personnel placement and general IT consultancy.

         The Company's principal executive office is located at 10 Queen Street,
Hamilton HMEX, Bermuda, where it's telephone number is (441) 295-3511. 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 Mersin, Turkey,
Shanghai, China (planned to open in late 2001) and Kuwait City, Kuwait (planned
to open in late 2001).

BACKLOG

         At June 30, 2001 the Company had a backlog of orders totaling $287,520,
which it believes to be firm and which it will complete during the four months
ending October 31, 2001.

                                       3
<PAGE>

COMPETITION

         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. The principal basis upon which competition is met is
price and system financing.

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 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 following the acquisition of Online Advisory
Limited, the Company had eight officers/senior managers, five of which are full
time employees. In addition the Company had two full time employees and eight
full time 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.

We are Implementing a New Business Plan

         Because we are implementing a new business plan, 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. In the foreseeable future, we will be required to among other
things:

                                       4
<PAGE>

        o        continue to attract, retain and motivate qualified personnel;
        o        implement and successfully execute our business strategy;
        o        respond to competitive developments;
        o        develop and market products and services.

         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 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

         There can be no assurance that our planned products and services will
attain market acceptance. In addition, we cannot guarantee that future products
and services will. 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.

Our Success Depends on Recruiting Key Executives

         Our business depends on our being able to recruit technical employees
and managers.

Our Business Could be Hurt By Competition

         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.

Risk of Inaccuracy of Projections and other Forward-Looking Statements

         This report contains certain forward-looking statements, including,
among others:

        o Our ability to execute our business strategies and generate revenues
          from our planned operations; and
        o Our ability to finance future growth and possible acquisitions through
          the issuance of shares of our common stock.

         These forward-looking statements are based upon a number of assumptions
and estimates that, while considered reasonable by us when taken as a whole, are
inherently subject to

                                       5
<PAGE>

significant business, economic, and competitive uncertainties and contingencies,
many of which are beyond our control, and are based upon specific assumptions
with respect to future business decisions, many of which will change. It can be
anticipated that some or all of the assumptions underlying the projections and
forward-looking statements included herein will not materialize or will vary
significantly from actual results. Accordingly, it can be expected that actual
results will vary from the projections and that such variations, in all
likelihood, will be material and are likely to increase over time.

         In addition to the other risks described elsewhere in this Risk Factors
discussion, important factors to consider and evaluate in such forward-looking
statements include:

        o        changes in the external competitive market factors or in our
                 internal budgeting process which might impact our results of
                 operations;
        o        unanticipated working capital or other cash requirements; and
        o        changes in our business strategy or an inability to execute our
                 strategy due to unanticipated changes in our targeted market.

         In light of these risks and uncertainties, many of which are described
in greater detail elsewhere in this "Risk Factors" discussion, we cannot give
assurance that the forward-looking statements contained in this report will in
fact transpire.

Limited History of Operations

         Our operations are subject to the risks and competition inherent in the
establishment of a relatively new business enterprise in a competitive field of
information technology start-up companies. There can be no assurance that future
operations will be profitable. Revenues and profits, if any, will depend upon
various factors, including market acceptance, market awareness, ability to
develop and expand a network of participating hardware and software suppliers,
dependability of our advertising and recruiting network, and general economic
conditions. There is no assurance that we will achieve our expansion goals.

Adverse Economic Conditions or a Change in General Market Patterns

         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

                                       6
<PAGE>

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 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 Market Ability

         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.

Failure to Attract Qualified Personnel

         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 proposed business, financial condition and
results of operations. Our proposed business will be dependent upon our ability
to attract and retain highly trained and qualified technical personnel and
corporate management. There is no assurance that we will be able to employ a
sufficient number of qualified training personnel in order to achieve our growth
objectives.

Issuance of Future Shares May Dilute Investor Share Value

         Our Memorandum of Association, as amended, authorizes the issuance of
50,000,000 shares of common stock and 1,000,000 shares of preferred stock. The
future issuance of all or part of the remaining authorized common stock and/or
all or part of the preferred stock 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

         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. Our securities may 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

                                       7
<PAGE>

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 be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell our securities.
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.

ITEM 2.  DESCRIPTION OF PROPERTY.

         The Company's principal executive office is located at 10 Queen Street,
Hamilton HMEX, Bermuda, where it's telephone number is (441) 295-3511. In
addition, Online Advisory Limited has administrative offices at International
House, Dover Place, Ashford Kent TN23 1HU, United Kingdom and representative
offices maintained by independent agents and sales representatives in Mersin,
Turkey, Shanghai, China (planned to open in late 2001) and Kuwait City, Kuwait
(planned to open in late 2001).

         Online Advisory's administrative offices in Ashford Kent consist of
approximately 1,400 sq. feet of office space and are occupied pursuant to a
three-year lease ending August 19, 2004, at the annual rental of $47,701 plus
Value Added Taxes.

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

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

                                       8
<PAGE>

                                     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 of the National Association of Securities Dealers, Inc. 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 BID

         September 30, 1999                    17.50               3.00

         December 30, 1999                      5.10               1.56

         March 31, 2000                       no data             no data

         June 30, 2000                          6.25                .63

         September 30, 2000                    18.70                .63

         December 31, 2000                      2.50                .63

         March 31, 2001                         1.00                .22

         June 30, 2001                           .25                .15


         The period prior to and including March 31, 2001 have been adjusted to
give effect to a one-for-ten reverse split, effective in January 2001. 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.

         As of October 9, 2001 there were 63 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.

                                       9
<PAGE>

ITEM 6.  SELECTED FINANCIAL AND OPERATING DATA

         The following selected financial data for the five years ended June 30,
2001 are derived from the consolidated financial statements of the Company and
its predecessor. The data should be read in conjunction with the consolidated
financial statements, related notes and other financial information included
herein.
<TABLE>
<CAPTION>
                                                  Year Ended June 30,

                                     2001           2000          1999           1998         1997
                                     ----           ----          ----           ----         ----
Statement of Operations Data:
----------------------------
<S>                                 <C>           <C>         <C>              <C>           <C>
Net Sales                       $    36,720       $680,466    $5,033,558       $211,819     $ 21,773

Income (loss) from
Continuing Operations              (868,218)         N/A             N/A          N/A          N/A

Income (loss) from
Discontinued Operations              97,203        111,933      (655,241)      (547,658)    (572,981)

Net loss per share from
Continuing Operations-
Basic                                 (1.58)         N/A             N/A           N/A         N/A

Net loss from
Continuing Operations-
Diluted                                N/A           N/A             N/A           N/A         N/A

Balance Sheet Data
Total Assets                     10,353,604            165       363,944        135,677      353,476

Long Term Debt                          --              --            --             --           --
</TABLE>

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 the notes thereto set forth in this Form
10-K.

General

         Glengarry Holdings, Ltd. and subsidiaries, (the "Company") engages in
the business of selling computer software systems, system financing and advisory
services with special emphasis to Internet technology. The following discussion
is based on the financial statements for the years ending June 30, 1999, 2000
and 2001. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States.

                                       10
<PAGE>

Results of Operations

         Net Sales. Net sales for the year ended June 30, 2001 decreased by
$643,746 compared to year ended June 30, 2000. Net sales for the year ended June
30, 2000 decreased by $4,353,092 compared to the year ended June 30, 1999.
Revenues for the year ended June 30, 2001 primarily consisted of computer
software system sales and advisory services. Revenues primarily consist of
license fees for the year ended June 30, 2000 relating to the company's
discontinued vitamins and personal care product lines and sales from nationwide
rollout of the company's discontinued products for the year ended June 30, 1999

         Cost of Sales. Cost of sales for the year ended June 30, 2000 decreased
by $4,527,856. Cost of sales decreased because the Company had no product sales
during the year ended June 30, 2000. Revenues generated during the year were
primarily from license fees.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $174,191 during the year ended June 30,
2001 compared to the year ended June 30, 2000. This increase was related to the
acquisition and disposition of subsidiaries. Selling, general and administrative
expenses decreased by $458,473 during the year ended June 30, 2000 compared to
the year ended June 30, 1999. This decrease was primarily due to decreased sales
activity, expenses related to product development and marketing. The Company's
management continues to pursue cost reduction measures consistent with the level
of business wherever opportunities can be identified.

Liquidity and Capital Resources

         Although the Company has continuing losses for the year ended June 30,
2001, management believes working capital obtained through its recent
acquisitions will be sufficient to fund the Company's operations and capital
requirements for the 2002 fiscal year. Management plans to keep monthly expenses
at a minimal until cash flows from operations improve.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Set forth in Note 12 of the Notes to the Consolidated Financial
Statements.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See financial statement annexed hereto.

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

         None.

                                       11
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT.

         Information with respect to executive officers and directors of the
Company will be set forth in the Company's definitive proxy statement which is
expected to be filed within 120 days of June 30, 2001 and is incorporated herein
by reference.

ITEM 11. EXECUTIVE COMPENSATION.

         Information with respect to executive compensation will be set forth in
the Company's definitive proxy statement which is expected to be filed within
120 days of June 30, 2001 and is incorporated herein by reference.

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

         Information with respect to the ownership of the Company's securities
by certain persons will be set forth in the Company's definitive proxy statement
which is expected to be filed within 120 days of June 30, 2000 and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          Information with respect to transactions with management and others
will be set forth in the Company's definitive proxy statement which is expected
to be filed within 120 days of June 30, 2000 and is incorporated herein by
reference.

                                       12
<PAGE>

                                     PART IV

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

         (a)      Exhibits

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). (2)

2.3               Stock Sale Agreement dated as of June 29, 2001 between
                  Glengarry Holdings Limited and Emmerson Development Trust. (2)

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.

10.1              Registration Rights Agreement dated June 29, 2001. (2)

10.2              Escrow Agreement dated June 29, 2001. (2)

10.3              1996 Stock Option Plan. (3)

10.4              Amendment No. 1 to Stock Option Plan. (3)

10.5              Amendment No. 2 to Stock Option Plan. (3)

10.6              Lease dated August 20, 2001 between Elderwalk Limited and
                  Online Advisory Limited. (to be filed by amendment)

11.1              Statement re: calculation of per-share earnings. (see Note 1
                  to the Consolidated Financial Statements)

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<PAGE>

21.1              Subsidiaries of the Registrant:

                  Online Advisory Limited (U.K.)                       100%
                  Glengarry Software Solutions Limited (Bermuda)       100%
-------------
(1)      Filed as an exhibit to the Registrant's registration statement on Form
         S-4 (333-50520).

(2)      Filed as an exhibit to the Registrant's current report on Form 8-K
         dated June 29, 2001.

(3)      Filed as an exhibit to the Registrant's Form 10-SB.

         (b)      Financial Statement Schedules

         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.

         (c)      Reports on Form 8-K

         Form 8-K report dated June 29, 2001.

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<PAGE>

                                   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:  October 15, 2001               GLENGARRY HOLDINGS LIMITED


                                       By: /s/ David Caney
                                           -------------------------------------
                                           David Caney
                                           President and Chief Executive Officer

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

Signature and Title                                        Date
-------------------                                        ----

/s/ David Caney                                            October 15, 2001
-----------------------------------------------
David B. Caney
Director, President and Chief Executive Officer
(Principal Executive Officer)


/s/ William Bolland                                        October 15, 2001
-----------------------------------------------
William Bolland
Director and Vice President


/s/ Jacqueline Antin                                       October 15, 2001
-----------------------------------------------
Jacqueline Antin
Director and Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/ Roderick M. Forrest                                    October 15, 2001
-----------------------------------------------
Roderick M. Forrest
Chairman and Director


/s/ Robert Mason                                           October 15, 2001
-----------------------------------------------
Robert Mason
Director

                                       15

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



October 4, 2001


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


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,  shareholders' equity, and cash flows for
each  of the  years  in the  three  year  period  ended  June  30,  2001.  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 includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Glengarry Holdings,
Ltd.  and  subsidiaries  as of June  30,  2001  and  2000,  and the  results  of
operations  and its cash  flows for each of the years in the three  year  period
ended June 30, 2001 in conformity with accounting  principles generally accepted
in the United States of America.

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                       GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES
                                                     BALANCE SHEETS


                                                                      June 30,                            June 30,
                         ASSETS                                         2001                                2000
                                                                        ----                                ----
<S>                                                                 <C>                                 <C>
CURRENT ASSETS
  Cash                                                              $    439,251                        $        165
  Restricted Cash (Note 5)                                             3,520,780                                   -
  Accounts Receivable - Trade                                             18,112                                   -
  Interest Receivable                                                     16,108                                   -
                                                                    ------------                        ------------

       TOTAL CURRENT ASSETS                                            3,994,251                                 165

PROPERTY AND EQUIPMENT
  net of accumulated depreciation (Notes 1 & 3)                           88,658                                   -
                                                                    ------------                        ------------

OTHER ASSETS
  Mortgage Debentures Receivable (Note 4)                              6,270,695                                   -
                                                                    ------------                        ------------

       TOTAL ASSETS                                                 $ 10,353,604                        $        165
                                                                    ============                        ============

             LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $    222,155                        $    117,388
  Notes and Loans Payable (Note 5)                                     3,196,290                                   -
  Accrued Expenses                                                         8,450                                   -
                                                                    ------------                        ------------

      TOTAL LIABILITIES                                                3,426,895                             117,388

COMMITMENTS AND CONTINGENCIES (NOTE 11)

SHAREHOLDERS' EQUITY (DEFICIT)
  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 330,688 shares issued and
     outstanding at June 30, 2000.  (Note 8)                           2,039,682                              16,534
  Additional paid-in capital                                           7,321,929                           1,530,130
  Accumulated deficit                                                 (2,434,902)                         (1,663,887)
                                                                    ------------                        ------------
  Total shareholders' Equity (Deficit)                                 6,926,709                            (117,223)
                                                                    ------------                        ------------
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)          $ 10,353,604                        $        165
                                                                    ============                        ============
</TABLE>
                 See accompanying notes to financial statements

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                    GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES
                                           STATEMENTS OF CASH FLOWS



                                                                              For the years ended June 30,
CASH FLOWS FROM  OPERATING ACTIVITIES:                              2001                    2000                   1999
                                                                    ----                    ----                   ----
<S>                                                            <C>                     <C>                    <C>
NET INCOME (LOSS)                                              $     (771,015)         $      111,993         $     (655,241)

Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation & Amortization                                           2,089                   3,200                  4,939
  Gain on disposal of equipment                                             -                   5,310                      -
  (Increase) Decrease in accounts receivable                          (18,112)                      -                      -
  (Increase) Decrease in interest receivable                          (16,108)                      -                      -
  (Increase) Decrease in prepaid advertising                                -                       -                121,758
  Increase (Decrease) in deferred revenue                                   -                (283,333)               283,333
  Increase (Decrease) in accounts payable                             104,767                (119,140)                32,221
  Increase (Decrease) in accrued expenses                               8,450                       -                      -
                                                               --------------          --------------         --------------

   NET CASH USED IN OPERATING ACTIVITIES                             (689,929)               (281,970)              (212,990)
                                                               --------------          --------------         --------------

CASH FLOW FROM INVESTING ACTIVITIES
  Purchases of Furniture, Fixtures & Equipment                        (90,747)                      -                      -
                                                               --------------          --------------         --------------

CASH USED FOR INVESTING ACTIVITIES                                    (90,747)                      -                      -

CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                            4,740,542                   2,089                589,678
  Advances from (Repayments to) shareholders                                -                 (75,388)               (21,725)
                                                               --------------          --------------         --------------

NET CASH PROVIDED BY (USED FOR)
  FINANCING ACTIVITIES                                              4,740,542                 (73,299)               567,953
                                                               --------------          --------------         --------------

NET CHANGE IN CASH                                                  3,959,866                (355,269)               354,963

CASH AT BEGINNING OF YEAR                                                 165                 355,434                    471
                                                               --------------          --------------         --------------

CASH AT END OF YEAR                                            $    3,960,031          $          165         $      355,434
                                                               ==============          ==============         ==============

Supplemtal Cash Flow Information:
  Interest expense paid during the period was:                 $       28,277          $            -         $            -
  Income taxes paid during the period was:                                  -                       -                      -

Non-cash Investing and Financing Activities:
  Mortgage debentures received from issuance
    of common stock                                            $    6,270,695
  Assumed debt of acquired business                            $    3,196,290

</TABLE>
                 See accompanying notes to financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                       GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES
                                                STATEMENTS OF OPERATIONS

                                                                          For the years ended June 30,
                                                                    2001                   2000                  1999
                                                            ------------------     ------------------    -------------------
<S>                                                           <C>                    <C>                   <C>
Gross Receipts                                                $       36,720         $            -        $             -
  Less: Returns and allowances                                             -                      -                      -
                                                              --------------         --------------        ---------------

Net Sales                                                             36,720                      -                      -

Cost of Sales                                                              -                      -                      -
                                                              --------------         --------------        ---------------

        Gross Profit                                                  36,720                      -                      -

Selling, General and Administrative
  Expenses                                                           876,661                      -                      -
                                                              --------------         --------------        ---------------

  Income (Loss) from Operations                                     (839,941)                     -                      -

Other Income and (Expenses)
  Interest Expense                                                   (28,277)                     -                      -
                                                              --------------         --------------        ---------------

  Income (Loss) before income taxes                                 (868,218)                     -                      -

  Provision for income taxes - (Note 6)                                    -                      -                      -
                                                              --------------         --------------        ---------------

       Net income (Loss) from continuing operations                 (868,218)                     -                      -

Discontinued operations:
  Income (loss) from operations of vitamins
    and personal care products line
    disposed of (net of income taxes) - (Note 7)                           0                111,993               (655,241)
  Gain on disposal of assets (Note 7& 10)                             97,203                      -                      -
                                                              --------------         --------------        ---------------

Net Income (loss)                                             $     (771,015)        $      111,993        $      (655,241)
                                                              ==============         ==============        ===============

Income (Loss) per share amounts:
  Basic:
      Net income (loss) from continuing operations            $        (1.58)        $            -        $             -
      Net income (loss) from discontinued operations          $         0.18         $         0.34        $         (2.81)
  Diluted:
      Net income (loss) from continuing operations                  n/a                   n/a                    n/a
      Net income (loss) from discontinued opn/ations                                            n/a
  Weighted average common and common equivalent shares:
      Basic                                                          550,551                330,222                232,894
                                                              ==============         ==============        ===============
      Diluted                                                       n/a                   n/a                    n/a

</TABLE>
                 See accompanying notes to financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                       GLENGARRY HOLDINGS, LTD. AND SUBSIDIARIES
                       STATEMENTS FO SHAREHOLDERS' EQUITY


                                                                             Additional           Accumu-               Net
                                               Common Stock                   paid in              lated           Shareholders'
                                        Shares              Amount             Capital             Deficit             Deficit
                                    ------------       -------------       -------------       --------------     -------------
<S>                                  <C>                <C>                 <C>                 <C>                <C>
Balance at June 30, 1998                201,618         $    10,081         $   944,817         $ (1,120,639)      $  (165,741)

Stock issued for services               104,576               5,229             417,023                                422,252

Stock issued for cash                    23,377               1,169             166,256                                167,425

Net loss for period                                                                                 (655,241)         (655,241)
                                     ----------         -----------         -----------         ------------       -----------

Balance at June 30, 1999                329,571            $ 16,479         $ 1,528,096         $ (1,775,880)       $ (231,305)
                                     ----------         -----------         -----------         ------------       -----------

Stock issued for services                 1,117                  55               2,034                                  2,089

Net income for period                                                                                111,993           111,993
                                     ----------         -----------         -----------         ------------       -----------

Balance at June 30, 2000                330,688            $ 16,534         $ 1,530,130         $ (1,663,887)      $  (117,223)
                                     ----------         -----------         -----------         ------------       -----------

Shares issued                        40,462,962           2,023,148           5,791,799                              7,814,947

Net loss for period                                                                                 (771,015)         (771,015)
                                     ----------         -----------         -----------         ------------       -----------

Balance at June 30, 2001             40,793,650         $ 2,039,682         $ 7,321,929         $ (2,434,902)      $ 6,926,709
                                     ==========         ===========         ===========         ============       ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-5
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Glengarry  Holdings Ltd. a Bermuda Company 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 Ltd.
The shareholders of Endless Youth Products Inc. became shareholders of Glengarry
Holdings  Ltd. EYPI Merger Corp.  was  dissolved,  Endless  Youth  Products Inc.
became a wholly  owned  subsidiary  of Glengarry  Holdings  Ltd. and the name of
Endless  Youth  Products  Inc. was changed to Glengarry  Holdings  (US) Limited.
Glengarry Holdings Ltd. and its subsidiaries (The Company) is engaged in selling
computer software  systems,  system financing and advisory services with special
consideration to Internet technology.

Basis of Consolidation

The  consolidated   financial  statements  include  the  accounts  of  Glengarry
Holdings, Ltd. and its domestic and foreign subsidiaries. Inter-company accounts
and  transactions  have been  eliminated.  Certain  prior year amounts have been
reclassified to conform to the current year presentation.

Foreign Subsidiaries

The local foreign currency is the functional currency for Online Advisory,  Ltd.
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.  No translation  gains or losses have been recorded due
to the acquisition date being so close to the year end.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern. Since its inception in 1996 the Company has incurred
substantial development stage and operating losses. The Company's management has
reduced  operating  expenses  and  is  currently   evaluating  future  operating
activities  to improve  cash flow.  As discussed in Note 2, on June 29, 2001 the
Company  acquired Online Advisory,  Ltd. This  acquisition  provided the Company
with approximately  $575,000 of working capital and investments of approximately
$6,270,000.  The Company  plans to  liquidate  these  investments  as needed for
operating activities.

                                       F-6
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 years
                  Computer Equipment                     5 years

Revenue Recognition

Revenue from product sales is  recognized  upon shipment or at the time services
are provided.

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 have been made in prior years' financial statements to
conform to classifications used in the current year.

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.

                                       F-7
<PAGE>

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



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

The following table summarized the calculation of basic and diluted earnings per
share for the years ended June 30,
<TABLE>
<CAPTION>
                                                            2001          2000           1999
                                                            ----          ----           ----
<S>                                                       <C>            <C>          <C>
Numerator:
  Basic and diluted earnings per share -
   net income (loss)                                      $ (771,015)    $ 111,993    $ (655,241)

Denominator:
  Basic earnings per share - weighted average number
   of common shares outstanding during the period            550,551       330,222       232,894

Incremental common shares attributable to
   assumed exercise of options and warrants                      N/A           N/A           N/A

Denominator for diluted earnings per share                       N/A           N/A           N/A

Basic earnings per share                                  $    (1.40)    $    0.34    $    (2.81)

Diluted earnings per share                                       N/A           N/A           N/A
</TABLE>

NOTE 2 - MERGERS AND ACQUISITIONS

In February 2001 Endless  Youth  Products,  Inc.,  (the  historical  issuer) was
merged into EYPI Merger Corp., a Nevada Subsidiary of Glengarry  Holdings.  Ltd.
The shareholders of Endless Youth Products Inc. became shareholders of Glengarry
Holdings  Ltd. EYPI Merger Corp.  was  dissolved,  Endless  Youth  Products Inc.
became a wholly  owned  subsidiary  of Glengarry  Holdings  Ltd. and the name of
Endless Youth Products Inc. was changed to Glengarry Holdings (US) Limited.

                                       F-8
<PAGE>

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


NOTE 2 - MERGERS AND ACQUISITIONS (continued)

On June 29, 2001 Glengarry  Holdings Limited,  (the Company) acquired all of the
outstanding  capital stock of Online Advisory  Limited for 40,455,800  shares of
the  Company's  common  stock  valued at $.19 per share.  The Company  agreed to
register  the  shares  issued  to  Online  shareholders  for  resale  under  the
Securities Act of 1933, as amended.  Online Advisory Ltd.  provides  consultancy
services in the  information  technology  sector,  incorporating  the set up and
ongoing management of computer systems, as well as facilitating finance for both
hard and software packages.

The  above  acquisitions  were  accounted  for  using  the  purchase  method  of
accounting;  accordingly,  only  the  results  of  operations  of  the  acquired
companies  subsequent to their  respective  acquisition date are included in the
consolidated  statements of the Company.  At the acquisition dates, the purchase
price was allocated to assets  acquired and  liabilities  assumed based on their
relative  fair  market   values.   Since  the  total  purchase  price  on  these
acquisitions  equaled the fair values of the net assets acquired no goodwill was
recorded.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment consist of the following at:

                                                June 30,            June 30,
                                                  2001                2000
                                                  ----                ----
Furniture and Fixtures                        $    35,609         $         -
Computer Equipment                            $    55,138                   -
   less: Accumulated Depreciation             $    (2,089)                  -
                                              -----------         -----------
                                              $    88,658         $         -
                                              ===========         ===========


Depreciation  expense  charged to operations  was $2,089,  $3,200 and $4,939 for
years ended June 30, 2001, 2000 and 1999.


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 five percent
per annum and are payable in French  Francs,  they mature in January  2009.  The
book value and market value of these debentures was $6,270,695. These debentures
are pledged as collateral against a loan payable as discussed in Note 5.

                                       F-9
<PAGE>

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


NOTE 5 - NOTES AND LOANS PAYABLE

At June 30, 2001 the Company had a loan payable in the amount of JPY 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 in June  2002.  This loan is  secured  by
$3,520,780 of cash deposits and the mortgage debentures discussed in Note 4.


NOTE 6 - INCOME TAXES

There is no current or  deferred  income tax expense for the year ended June 30,
2001, 2000 and 1999. The Company currently  conducts 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
$463,595 with a valuation allowance of $463,595.  The subsidiary which generated
the loss  carryforwards was sold during the year  accordingly,  the deferred tax
asset and the valuation allowance are $0 at June 30, 2001.

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

                                     June 30, 2001  June 30, 2000  June 30, 1999
                                     -------------  -------------  -------------
Federal Statuatory rate                   34  %          34  %          34  %
Adjustment for business conducted in
  nontaxable foreign jurisdiction        (34) %
Valuation allowance adjustment             0  %         (34) %         (34) %
                                      ----------     ----------     ----------
Effective rate                             0  %           0  %           0  %
                                      ==========     ==========     ==========


NOTE 7 - DISCONTINUED OPERATIONS

In July 2000 the Company  discontinued  its vitamins and personal  care products
line. The assets and liabilities  related to those  operations were sold in June
2001 at a gain of $97,203.  Operating  results of the vitamins and personal care
products line for the years ended June 30, 2000 and 1999 are shown separately in
the accompanying  income statement.  Net sales of the vitamins and personal care
products  line for the years  ended  June 30,  2000 and 1999 were  $680,466  and
$5,033,558  respectively.  These  amounts  are not  included in net sales in the
accompanying income statement.

                                      F-10
<PAGE>

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


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company had a license agreement with one of its shareholders that was also a
director and an officer  until June of 2000.  Under the terms of the  agreement,
the  Company  retained  the sole right to market  goods and  services  under the
Endless  Youth trade name  throughout  the world.  The  licensor  extended  such
worldwide  rights to the company  following the initial  domestic-only  grant of
these rights. This license agreement was cancelled in May of 2000


NOTE 9 - SHAREHOLDERS' EQUITY

During the years ended June 30, 2001,  2000 and 1999 the Company issued 0, 1,117
and 104,576  shares of common  stock,  respectively,  in exchange  for  services
rendered.  The  cost of the  services  has  been  charged  to  operations,  and,
additional paid in capital has been increased by $0, $2,033 and $417,023 for the
years ended June 30, 2001, 2000 and 1999  respectively,  representing the excess
fair market value of the services over the par value of the common stock.

Changes in the status of options are  summarized as follows for the fiscal years
ended June 30:
<TABLE>
<CAPTION>
                                          2001                 2000            1999
                                          ----                 ----            ----
<S>                                 <C>               <C>               <C>
Outstanding at beginnings 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 - $45.00
</TABLE>

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

                                        2001             2000           1999
                                        ----             ----           ----
Outstanding at beginnings of year       6,700           38,387          20,520
Granted                                     -                0          25,050
Exercised                                   -                0          (6,983)
Expired                                (2,500)         (12,387)           (200)
Cancelled                                   -          (19,300)              -
                                     ---------       ----------       ---------
Outstanding at end of year              4,200            6,700          38,387
                                     =========       ==========       =========

                                      F-11
<PAGE>

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


NOTE 9 - SHAREHOLDERS' EQUITY (continued)

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 and net earnings per share would
have been reflected as follows at June 30:

                                  2001               2000              1999
                                  ----               ----              ----
     As reported               ($771,015)          $111,993         ($655,241)
     Pro forma                 ($771,015)          $111,993         ($685,787)
Net earnings per share
     As reported                  ($1.40)             $0.03            ($0.28)
     Pro forma                    ($1.40)             $0.03            ($0.29)


The fair value of each  option and  warrant  is  estimated  on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions  used for those options and warrants granted during years ended June
30,  2001,  and 2000 and  1999,  respectively:  dividend  yield of 0%,  expected
volatility of 58%,  risk-free  interest  rates of 5%, and expected lives ranging
from 1 to 10 years.


NOTE 10 - GAIN ON SALE OF SUBSIDIARY

Effective  June 29, 2001 the Company  transferred  its  ownership  of  Glengarry
Holdings (US) Limited to Emmerson  Development Trust, a private investment trust
established  in Hong  Kong,  for  nominal  consideration.  As part of the  sales
agreement,  the Company  assumed a $1,000,000  credit  facility  from HFC Credit
utilized by the Company and Glengarry (US).  Since the  liabilities  transferred
exceed  the assets  transferred  the  Company  realized a gain of $97,203 on the
sale.

                                      F-12
<PAGE>

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


NOTE 11 - COMMITMENTS AND CONTINGENCIES

Subsequent to year end the Company commenced a non cancelable operating lease in
August 2001 for its administrative  offices. Future minimum lease payments under
this lease are as follows:

                             Year Ending
                               June 30,
                               --------
                                2002     $ 7,965
                                2003      47,791
                                2004      47,791
                                2005      39,826


NOTE 12 - 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 are 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
twenty-five  to thirty  percent of the fair market value of the property and are
not subordinated to any other debts or liens.

                                      F-13