SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 2 TO
                                   FORM 10-KSB

 (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, 2000

[ ]      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

                          ENDLESS YOUTH PRODUCTS, INC.
                          ----------------------------
             (Exact Name of Registrant as Specified in its Charter)

       State of Nevada                                        93-215736
      ------------------                                   ---------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


       Stamford Financial, Stamford Financial Building, Stamford, NY 12167
       -------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (607) 652-3311
                                 --------------
                          Registrants telephone number

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

                          Common Stock, $.001 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  $680,466

<PAGE>

As of October 12, 2000, the aggregate value of the registrant's voting stock
held by non-affiliates was $1,041,270 (computed by multiplying the last reported
sale price on October 12, 2000 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 12, 2000, 3,304,078 shares of Common Stock were outstanding, which is
the registrant's only class of common stock.

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<PAGE>

                          INDEPENDENT AUDITORS' REPORT

September 25, 2000


Board of Directors and Shareholders
Endless Youth Products, Inc.
Samford, New York

We have audited the accompanying balance sheets of Endless Youth Products, Inc.
as of June 30, 2000 and 1999, and the related statements of operations,
shareholders' deficit, and c ash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Endless Youth Products, Inc. as
of June 30, 2000 and 1999, and the results of operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company
had net income of $112,000 for the year ended June 30, 2000, however, as of June
30, 2000 the Company had a working capital deficiency of $117,000 and a
shareholders deficit of $117,000. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Beckman, Kirkland & Whitney

Beckman, Kirkland & Whitney
Agoura Hills, California

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<PAGE>

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this Amendment No. 2 to Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          ENDLESS YOUTH PRODUCTS, INC.


Date:   January 10, 2001                  By:   /s/ Jacqueline Antin
                                              ------------------------
                                              Jacqueline Antin
                                              Chief Financial Officer

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