U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30,
2005 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the
transition period from__________to__________ Commission
File Number 333-102296 Easy Gardener Products, Ltd.(Exact name of registrant as specified in its charter)  Texas
  
  37-1433686(State or other jurisdiction
  of incorporation or organization)
  
  IRS Employer(Identification Number)3022 Franklin AvenueWaco, Texas
  
  76710(Address of Principal Executive
  Offices)
  
  (Zip Code)  (254) 753-5353(Registrants Telephone Number, Including Area
Code) Indicate by
check 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     o Indicate by
check whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). Yes     o     No     x Indicate the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date. Not
applicable, registrant is a limited partnership    Part I. - Financial InformationItem 1. -
  Consolidated Financial StatementsConsolidated
  balance sheets as of September 30, 2005 and June 30, 2005
  1-2Consolidated
  statements of operations for the three months ended September 30, 2005 and
  September 30, 2004
  3Consolidated
  statements of cash flows for the three months ended September 30, 2005 and
  September 30, 2004
  4-5Notes
  to consolidated financial statements
  6-8Item
  2. - Managements Discussion and Analysis of Financial Condition and Results
  of Operations
  9-15Item
  3. - Quantitative and Qualitative Disclosures About Market Risk
  16Item
  4.  Controls and Procedures
  16Part II. - Other
  InformationItem
  1.  Legal Proceedings
  17Item
  6. - Exhibits and Reports on Form 8-K
  17Signatures
  17Easy Gardener
Products, Ltd. and SubsidiariesConsolidated
  Balance SheetsSeptember
  30,
  2005
  
  June 30,
  2005(Unaudited)AssetsCurrent:Cash and
cash equivalents
  
  $
  334,000
  
  $
  290,000Accounts
receivable, less allowance for
  doubtful accounts of $153,000
  
  
  10,556,000
  
  
  27,932,000Inventories
  
  
  7,329,000
  
  
  7,530,000Prepaid
expenses and other current assets
  
  
  627,000
  
  
  782,000Total
Current Assets
  
  
  18,846,000
  
  
  36,534,000Property
and Equipment, net of accumulated
  depreciation of $2,303,000 and $1,971,000
  
  
  3,035,000
  
  
  3,271,000Deferred
Financing Costs,
  net of accumulated amortization of $522,000 and $400,000
  
  
  1,038,000
  
  
  1,159,000Intangible
Assets:Goodwill
  
  
  48,174,000
  
  
  48,174,000Trademarks
  
  
  23,587,000
  
  
  23,587,000Non-compete
agreements, net of accumulated
  amortization of $389,000 and $338,000
  
  
  1,181,000
  
  
  1,232,000Package
tooling costs, net of accumulated
  amortization of $1,067,000 and $920,000
  
  
  695,000
  
  
  799,000Other
intangible assets, net of accumulated
  amortization of $175,000 and $152,000
  
  
  801,000
  
  
  824,000Other
Assets
  
  
  4,026,000
  
  
  3,905,000Total
Assets
  
  $
  101,384,000
  
  $
  119,485,000See accompanying
  notes to consolidated financial statements.1Easy Gardener
Products, Ltd. and SubsidiariesConsolidated
  Balance SheetsSeptember
  30,
  2005
  
  June 30,
  2005(Unaudited)Liabilities and CapitalCurrent:Revolving
credit facility
  
  $
  7,803,000
  
  $
  18,093,000Accounts
payable
  
  
  6,356,000
  
  
  7,819,000Outstanding
checks in excess of book
  balance
  
  
  605,000
  
  
  1,483,000Accrued
rebates
  
  
  1,185,000
  
  
  2,239,000Accrued
expenses
  
  
  2,539,000
  
  
  4,286,000Current
debt
  
  
  19,756,000
  
  
  2,243,000Total Current Liabilities
  
  
  38,244,000
  
  
  36,163,000Long Term Debt
  
  
  5,159,000
  
  
  22,605,000Deferred Tax Liability
  
  
  8,655,000
  
  
  10,060,000Junior
Subordinated Debentures, net of
  discount of $20,660,000 and $20,689,000
  
  
  52,068,000
  
  
  50,356,000Total
Liabilities
  
  
  104,126,000
  
  
  119,184,000Commitments
and Contingencies
  
  
  
  
  
  Partners Capital (Deficit):Capital
  
  
  2,675,000
  
  
  2,675,000Accumulated
deficit
  
  
  (5,417,000
  )
  
  (2,374,000
  )Total
Partners Capital (Deficit)
  
  
  (2,742,000
  )
  
  301,000Total
Liabilities and Partners Capital (Deficit)
  
  $
  101,384,000
  
  $
  119,485,000See accompanying
  notes to consolidated financial statements.2Easy Gardener
  Products, Ltd. and SubsidiariesConsolidated
  Statements of Operations(Unaudited)Three Months
  EndedSeptember 30, 2005
  
  Three Months
  EndedSeptember 30, 2004Net Sales
  
  $
  12,697,000
  
  $
  14,225,000Cost of Sales
  
  
  8,857,000
  
  
  8,980,000Gross Profit
  
  
  3,840,000
  
  
  5,245,000Operating Expenses:Selling
  and shipping
  
  
  3,724,000
  
  
  4,099,000General
  and administrative
  
  
  1,431,000
  
  
  1,565,000Depreciation
  and amortization
  
  
  305,000
  
  
  208,000Total Operating Expenses
  
  
  5,460,000
  
  
  5,872,000Loss From Operations
  
  
  (1,620,000
  )
  
  (627,000
  )Interest
  expense
  
  
  (2,827,000
  )
  
  (2,638,000
  )Loss
Before
Income Taxes
  
  
  (4,447,000
  )
  
  (3,265,000
  )Income Tax Benefit
  
  
  1,405,000
  
  
  1,004,000Net Loss
  
  $
  (3,042,000
  )
  $
  (2,261,000
  )See accompanying notes to
consolidated financial statements.

3

Easy Gardener
  Products, Ltd. and SubsidiariesConsolidated
  Statements of Cash Flows(Unaudited)Three months
  EndedSeptember 30, 2005
  
  Three Months
  EndedSeptember 30, 2004Cash Flows from Operating Activities:Net
  loss
  
  $
  (3,042,000
  )
  $
  (2,261,000
  )Adjustments
to reconcile net loss to net
  cash provided by (used in) operating activitiesNon-cash
interest expense
  
  
  1,885,000
  
  
  1,314,000Depreciation and other amortization
  
  
  690,000
  
  
  547,000Loss on
sale of equipment
  
  
  8,000
  
  
  Deferred
income tax benefit
  
  
  (1,405,000
  )
  
  (682,000
  )Changes in
operating assets and
  liabilities:Accounts
receivable
  
  
  17,376,000
  
  
  13,625,000Inventories
  
  
  201,000
  
  
  313,000Prepaid
expenses, refundable income taxes
  and other current assets
  
  
  156,000
  
  
  (228,000
  )Other
assets
  
  
  
  
  
  57,000Accounts
payable and accrued expenses
  
  
  (5,142,000
  )
  
  (7,084,000
  )Reversal of
income taxes payable
  
  
  
  
  
  (325,000
  )Trademarks
  
  
  
  
  
  (21,000
  )Net Cash
Provided by
  (Used in) Operating Activities of Continuing Operations
  
  
  10,727,000
  
  
  5,255,000Cash Flows From Investing Activities:Purchase of
equipment
  
  
  (125,000
  )
  
  (498,000
  )Proceeds
from sale of equipment
  
  
  5,000
  
  
  Purchase of
package design and tooling
  
  
  (43,000
  )
  
  (91,000
  )Net Cash Used in Investing Activities
  
  
  (163,000
  )
  
  (589,000
  )See accompanying notes to
consolidated financial statements.

4

Easy Gardener Products, Ltd. and SubsidiariesConsolidated
  Statements of Cash Flows(Unaudited)Three
  months
  Ended
  September 30,
  2005
  
  Three
  MonthsEnded
  September 30,
  2004Cash
Flows From Financing Activities:Net
payments on revolving credit facility
  
  $
  (10,291,000
  )
  $
  (4,531,000
  )Payments
on long-term debt
  
  
  (228,000
  )
  
  (187,000
  )Deferred
financing costs
  
  
  (1,000
  )
  
  (37,000
  )Net
Cash Provided by (Used In) Financing
  Activities
  
  
  (10,520,000
  )
  
  (4,755,000
  )Net
increase in cash and cash equivalents
  from continuing operations
  
  
  44,000
  
  
  (89,000
  )Net cash
used in discontinued operations
  
  
  
  
  
  233,000Net
increase in cash and cash equivalents
  
  
  44,000
  
  
  144,000Cash and
Cash Equivalents, beginning of
  period
  
  
  290,000
  
  
  441,000Cash and
Cash Equivalents, end of period
  
  $
  334,000
  
  $
  585,000Supplemental Disclosure of Cash FlowInformationCash
paid for interest
  
  $
  985,000
  
  $
  1,259,000Cash
paid for taxes
  
  $
  4,000
  
  $
  32,000See accompanying notes to consolidated
financial statements.

5

Easy Gardener Products, Ltd. and SubsidiariesNotes to
  Consolidated Financial Statements(Unaudited)1.
  The
  accompanying consolidated financial statements at September 30, 2005 and for
  the three months ended September 30, 2005 and the three months ended September
  30, 2004 are unaudited, but, in the opinion of management, include all
  adjustments necessary for a fair presentation of consolidated financial
  position and results of operations for the periods presented.  The results for the three months ended September
  30, 2005 are not necessarily indicative of the results of operations for a
  full year.2.
  Refer to the
  audited consolidated financial statements for the year ended June 30, 2005,
  for details of accounting policies and detailed notes to the consolidated
  financial statements.3.
  Inventories
  consist of:September
  30, 2005
  
  June 30, 2005Raw and
packaging  materials
  
  $
  3,099,000
  
  $
  2,980,000Finished
goods
  
  
  4,230,000
  
  
  4,550,000$
  7,329,000
  
  $
  7,530,0004.
  All shipping
  and handling expenses are included in the selling and shipping caption and
  totaled approximately $1,746,000 and $1,932,000 for the three months ended
  September 30, 2005 and the three months ended September 30, 2004,
  respectively.5.
  The Company
  and its parent, EYAS International, Inc., and their subsidiaries have entered
  into four credit arrangements to finance the acquisition of the assets of the
  Predecessor and to provide working capital. The Company also assumed from the
  Predecessor its obligation under the Junior Subordinated Debentures and
  related obligations.On April 27,
  2004, the Company and its parents and subsidiaries entered into a senior
  revolving  credit facility with the
  LaSalle Business Credit, L.L.C. who is the Agent for and one of the lenders
  on the facility.  The asset based
  lending revolving credit facility has a maturity date of September 30, 2006.  The facility has a maximum
borrowing level
  of $25 million.  The facility is
  secured by all the assets of the Company and its parents and
  subsidiaries.  The actual borrowing
  level is limited based upon having eligible accounts receivable, inventory
  and for parts of the year, the seasonal availability amount.  Interest is at variable annual rates based
  upon the prime rate plus 0.5% or LIBOR plus 3.25% as of June 30, 2005.  The actual interest rate on the facility
  at September 30, 2005 was 6.25%.
  Effective October 1, 2005 the interest rate increased to prime plus 1.0%.  When certain financing conditions
are met
  the 0.5% increase will be eliminated.
  The facility has various financial covenants including minimum EBITDA,
  EBITDA is Earnings Before, Interest, Taxes, Depreciation,
  and Amortization, minimum EBITDA to pay interest on the Junior
  Subordinated Debentures, a Fixed Charge Coverage Ratio, a Maximum Senior
  Leverage Ratio and limits on Capital Expenditures.  Additionally the senior6

Easy Gardener Products, Ltd. and SubsidiariesNotes to
  Consolidated Financial Statements(Unaudited)lenders have
  required as a condition of receiving waivers on the June 30, 2005 covenant
  defaults, that the Company hire an investment banker to explore strategic
  alternatives to repay the term loan, increased the interest rate on the term loan
  by 2% per annum and 0.5% per annum on the revolving credit facility under
  certain conditions.  A performance fee
  of $2 million is earned on the term loan and due at the repayment of the
  loan. The performance fee will be reduced in part or in total if certain
  conditions are met.The second
  credit facility was entered into on October 29, 2003 and is with
  CapitalSource Finance LLC.  This
  facility includes two term loans.
  Term Loan A in the amount of $14,315,000 of which $14,000,000 has been
  borrowed and Term Loan B in the amount of $9,713,750 of which $9,500,000 has
  been borrowed.  Both Term Loans A and
  B mature on September 30, 2006 and are secured by all of the assets of the
  Company and its parents and subsidiaries.
  Term Loan A bears interest at the greater of 7.75% over the prime rate
  or 10% as of September 30, 2005 and has monthly repayment of principal of
  $104,167 per month in year one, $166,667 per month in year two and $291,667
  per month in year three.  These amounts
  are reduced by mandatory pre-payments as described in the fourth following
  sentence.  Term Loan B bears interest
  at the greater of 10.75% over the prime rate or 13% plus 7.0% of accrued interest
  which is to be paid at the maturity of Term Loan B.  Since such interest is not due until maturity, it is
considered
  non-cash interest in the current period.
  The actual variable interest rates on the facility at September 30,
  2005 were 11.76% for Term Loan A and 14.76% for Term Loan B.  Term Loans A and B also require mandatory
  pre-payments equal to 75% of the excess cash flow as defined in the loan
  agreements.The Company
  also was below the minimum EBITDA level required by the senior lenders to
  continue to pay the interest on the Junior Subordinated Debentures.  As permitted by the Amended and Restated
  Junior Subordinated Indenture, the Company has notified the Trustee that it
  has exercised its right to defer the monthly interest payment commencing with
  the August 2004 payment as described below.The third
  credit facility the Company entered into were two subordinated loan
  agreements, one with the Predecessor aggregating $1,600,000 plus accrued
  interest and one with Central Garden & Pet Company aggregating $2,675,000
  plus accrued interest. The subordinated Predecessor loan is the more junior
  of the subordinated loans.  Both of
  these subordinated loans bear interest at 9% per annum due at maturity except
  for the repayment feature described in the following sentence, the loans
  mature, April 29, 2008, interest is payable at maturity.  Since such interest is not due until
  maturity, it is considered non-cash in the current period and included in
  long term liabilities.  The
  Predecessor loan has a repayment feature based upon excess cash flow as
  defined in the second credit facility described in the second preceding
  paragraph.  The $2,675,000
  subordinated loan gives Central Garden & Pet Company the right to convert
  the loan plus accrued interest into a 49% ownership interest in the Company.7

Easy Gardener Products, Ltd. and SubsidiariesNotes to
  Consolidated Financial Statements(Unaudited)6.
  The
  Companys previous business combinations were accounted for using the
  purchase method. As a result of such combinations, the Company has recognized
  a significant amount of goodwill, which, in the aggregate, was $48,174,000 at
  September 30, 2005 and June 30, 2005.
  The balance of intangible assets acquired and related accumulated
  amortization were as follows:September 30, 2005Gross Carrying
  
  AccumulatedAmount
  
  AmortizationAmortized Intangible AssetsNon-compete agreements
  
  $
  1,570,000
  
  $
  389,000Package
Tooling Costs
  
  
  1,762,000
  
  
  1,067,000Other
Intangible Assets
  
  
  976,000
  
  
  175,000Total
  
  $
  4,308,000
  
  $
  1,631,000Unamortized Intangible AssetsTrademarks
  
  $
  23,587,000
  
  $
  Amortization
  expense for all intangible assets and deferred financing amortization expense
  during the three months ended September 30, 2005 and the three months ended
  September 30, 2004 was $343,000, and $273,000, respectively.  These amounts include deferred financing
  amortization expense during the three months ended September 30, 2005 and the
  three months ended September 30, 2004 of $122,000, and $63,000,
  respectively.  Estimated amortization
  expense for each of the five succeeding fiscal years is as follows, such
  amounts include annual deferred financing amortization expense of $488,000
  for the year ended June 30, 2006 and $122,000 for the year ended June 30,
  2007.Year Ended June 30,
  
  Amount2006
  
  $
  1,369,0002007
  
  
  1,002,0002008
  
  
  879,0002009
  
  
  294,0002010
  
  
  294,0008

Item 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special
Cautionary Notice Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements.
Certain information included in this Report contains statements that are
forward-looking, such as statements relating to plans for future
activities.  Such forward-looking
information involves important known and unknown risks and uncertainties that
could significantly affect actual results, performance or achievements in the
future and, accordingly, such actual results, performance or achievements may
materially differ from those expressed or implied in any forward-looking
statements made by or on behalf of the Company.  These risks and uncertainties include, but are not limited to,
those relating to the Companys growth strategy, customer concentration,
outstanding indebtedness, dependence on weather conditions, seasonality,
expansion, changes in interest rates, ability to service debt, activities of
competitors, ability to successfully introduce new products and product lines,
changes in federal or state environmental laws and the administration of such
laws, protection of trademarks and other proprietary rights, the ability to
maintain adequate financing arrangements necessary to fund operations and the
general condition of the economy and its effect on the securities markets and
other risks detailed in other filings with the Securities and Exchange
Commission.  The words believes,
expects, anticipates, intends, plans, may, might,
could, should
and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statement was made.

General

Easy Gardener Products, Ltd., (the Company), manufactures and markets
a broad range of brand-name consumer lawn and garden products through its own
operations and through its wholly owned subsidiaries, Weatherly Consumer
Products Group, Inc. which owns Weatherly Consumer Products, Inc., and Easy
Gardener UK Ltd.

9

Results of
Operations

The following
table sets forth, for the periods indicated, certain selected financial data as
a percentage of net sales:Three
  months ended
  September 30, 2005
  
  Three
  months endedSeptember 30, 2004Net sales
  
  
  
  100.0
  %
  
  
  
  100.0
  %Cost of
  sales
  
  
  
  69.8
  %
  
  
  
  63.1
  %Gross profit
  
  
  
  30.2
  %
  
  
  
  36.9
  %Selling and
  shipping
  
  
  
  29.3
  %
  
  
  
  28.8
  %General and
  administrative
  
  
  
  11.3
  %
  
  
  
  11.0
  %Depreciation
  and amortization
  
  
  
  2.4
  %
  
  
  
  1.5
  %Loss from
  operations
  
  
  
  (12.8
  %)
  
  
  
  (4.4
  %)Interest expense
  
  
  
  (22.3
  %)
  
  
  
  (18.6
  %)Loss from
  operations before income tax
  
  
  
  (35.1
  %)
  
  
  
  (23.0
  %)Income tax
  benefit
  
  
  
  11.1
  %
  
  
  
  7.1
  %Net loss
  
  
  
  (24.0
  %)
  
  
  
  (15.9
  %)10

Three Months Ended September 30, 2005
Compared to Three Months Ended September 30, 2004

Net sales.Net
sales decreased by $1,528,000, or 10.7%, to $12,697,000 during the three months
ended September 30, 2005, from $14,225,000 during the three months ended
September 30, 2004.  Net sales are gross
sales less adjustments for discounts, rebates, returns and allowances given to
customers. The decrease in net sales was the result of a decrease in the volume
of products sold to a significant customer of $1,587,000 as the customer
reduced its inventory levels in the latter part of the quarter, a change for a
significant customer of the Company no longer providing store service through
an independent contractor but providing an allowance to the customer to provide
its own store service of $366,000.
Previously the store service costs were included in shipping and selling
and are now recorded as a sales allowance reducing net sales. Also impacting
the quarter is an increase in discounts to a customer of $110,000 there
reductions in net sales were partially offset by increases in volume of
products sold to other customers of $535,000.

Cost of sales.Cost
of sales decreased by $123,000, or 1.4% to $8,857,000 for the three months
ended September 30, 2005 from $8,980,000 during the three months ended
September 30, 2004. The decrease was a result of decreases in the volume of
products sold of $527,000 offset in part by increased inbound freight and other
plant costs of $207,000 and reduced production volume of $197,000.  Cost of sales as a percentage of net sales
increased to 69.8% during the three months ended September 30, 2005 from 63.1%
during the comparable period in 2004 as a result of the increase in costs
described above. Depreciation and amortization expense included in cost of
sales for the three months ended September 30, 2005 and 2004 was $386,000, and
$311,000, respectively.

Gross profit.Gross profit decreased by
$1,405,000, or 26.8%, to $3,840,000 for the three months ended September 30,
2005 from $5,245,000 during the three months ended September 30, 2004.  Gross profit as a percentage of net sales
decreased to 30.2% during the three months ended September 30, 2005, from 36.9%
during the comparable period in 2004.
This decrease in gross profit dollars and decrease as a percentage of
net sales resulted from the matters described above.

Selling and shipping expenses.Selling
and shipping expenses decreased by $375,000, or 9.1% to $3,724,000 during the
three months ended September 30, 2005 from $4,099,000 during the three months
ended September 30, 2004.  Of this
decrease in expense, $160,000 was attributable to decreased sales volume of an
allowance now paid to a customer in place of store service fees of $366,000,
offset by increased tradeshow and related expenses of $151,000.As a percentage of net sales, selling and shipping
expenses increased to 29.3% during the three months ended September 30, 2005
from 28.8% during the comparable period in 2004.

General and administrative
expenses.General and administrative
expenses decreased by $134,000 or 8.6%, to $1,431,000 during the three months
ended September 30, 2005 from $1,565,000 during the three months ended
September 30, 2004.  This decrease is
the result of reduced employee related costs and other expenses of $29,000 and
by a favorable currency exchange rate recalculation of $105,000.  As a percentage of net sales, general and
administrative expenses increased to 11.3% during the three months ended
September 30, 2005 from 11.0% during the comparable period in 2004.

Depreciation and amortization.Depreciation
and amortization expenses increased by $45,000 or  21.6% to $253,000 during the three months ended September 30,
2005 from $208,000 during the three months ended September 30, 2004.  This increase was primarily due to purchases
of

11

depreciable
assets during the last fiscal year.  As
a percentage of net sales, depreciation and amortization expenses increased to
2.0% during the three months ended September 30, 2005 from 1.5% during the
comparable period in 2004.

Loss from operations. Loss from operations increased by $941,000
or 150.1% to $1,568,000 during the three months ended September 30, 2005, from
$627,000 during the three months ended September 30, 2004.  The increased loss from operations was
primarily due to decreased gross profit offset in part by reductions in other
operating expenses as noted above.  As a
percentage of net sales, loss from operations increased to 12.3% for the three
months ended September 30, 2005 from 4.4 % during the comparable period in
2004.

Interest expense. Interest expense increased $189,000, or 7.2%
to $2,827,000 during the three months ended September 30, 2005, from $2,638,000
during the three months ended September 30, 2004. Interest on the revolving
credit facility increased $62,000 as a result of increased interest rates.
Interest expense on the term loans increased $35,000 as a result of higher
interest rates offset in part by reduced borrowing levels.  The Company has approximately $19,728,000 in
term loans outstanding at September 30, 2005 compared to $22,893,000 at
September 30, 2004. The interest expense of the Company on its term loans for
the three months ended September 30, 2005 was $888,000 of which $192,000 is due
on September 30, 2006 and is considered non-cash interest in the current
period. Interest expense on the term loans for the three months ended September
30, 2004 was $853,000, including non-cash interest of $179,000, which is due on
September 30, 2006.  The Company also
has two subordinated loans, with non-cash interest expense in the current
period. The interest expense decreased $5,000, to $102,000 during the three
months ended September 30, 2005 from $107,000 during the three months ended
September 30, 2004 due to an interest expense adjustment during the period.  Interest on the subordinated loans is due in
cash on May 29, 2009 when the loans mature.
Net interest on the Junior Subordinated Debentures increased $86,000 to
$1,590,000 from $1,590,000 in the comparable quarter as a result of the
interest expense on the deferred interest.
The interest related to the Junior Subordinated Debentures is included
in non-cash interest during the three months ended September 30, 2005.  As permitted by the Amended and Restated
Junior Subordinated Indentures, the Company has elected to defer payment of the
interest on the Junior Subordinated Debentures beginning in August 2004. While
the interest payment is deferred, the interest continues to be accrued and is
included in the caption Junior Subordinated Debentures.  By deferring the interest payment on the
Junior Subordinated Debentures, the Company has improved its cash flow by the
amount of interest deferred.  This
improvement will exist until the deferred interest is paid.  Miscellaneous interest expense decreased
$11,000 mainly on borrowing in the UK.
The total non-cash interest for the September 30, 2005 quarter was
$1,884,000.  A portion of the Companys
interest expense is based upon variable interest rates.  Increases in such rates would have a
negative impact on operating performance and cash flow.  As a percentage of net sales, interest
expense increased to 22.3% for the three months ended September 30, 2005 from
18.5% during the comparable period in 2004.

Income taxes.  The income tax benefit increased by $401,000,
or 39.9% to $1,405,000 during the three months ended September 30, 2005 from
$1,004,000 during the three months ended September 30, 2004 primarily as a
result of reduced income from continuing operations.

Net Loss. Net loss increased by $781,000, or 34.5% to
$3,042,000 during the three months ended September 30, 2005 from a net loss of
$2,261,000 during the three months ended September 30, 2004.  The increased in net loss is due to the
matters described above.  As a
percentage of net sales, net loss increased to 24.0% for the three months ended
September 30, 2005 from 15.9% during the comparable period in 2004.

12

Seasonality

The Companys
sales are seasonal due to the nature of the lawn and garden business.  The Companys seasonality generally parallels
the annual growing season.  The
Companys sales and shipping are usually most active from late March through
May when home lawn and garden customers are purchasing supplies for spring
planting and retail stores are replenishing their inventory of lawn and garden
products.  These patterns are affected
by a number of events; weather being the largest single event.  The buying pattern of retailers, including
the Companys retail customers, is changing. Retailers are buying enough
product to begin the season just prior to the beginning of the season and
stores are replenishing their inventory when sales are made by them rather than
buying large quantities of inventory in advance of the selling season.  Sales typically decline in mid-summer.

Due to the
seasonality of the Companys business as described above, a substantial portion
of the Companys sales, Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) and cash flows are generated in the peak growing season
of the year which are the March 31 quarter and most significantly the June 30
quarter.

Liquidity
and Capital Resources

Since
inception, the Company has financed its operations primarily through cash
generated by operations, and net borrowings from lending institutions.  As noted below, the Companys senior lenders
have required that the Company finance part of its operations by deferring the
interest on the Junior Subordinated Debentures since the senior loan
requirements to pay such interest have not been met.

The Company is
below the minimum EBITDA level required by the senior lenders to continue to
pay the interest on the Junior Subordinated Debentures.  As permitted by the Amended and Restated
Junior Subordinated Indenture, the Company has notified the Trustee that it has
exercised its right to defer (not cancel) the monthly interest payment
commencing with the August 2004 payment.
The Trustee uses the interest on the Junior Subordinated Debentures to
pay the interest on the 9.40% Cumulative Trust Preferred Securities.  At September 30, 2005, the Company had cash
and short-term investments totaling $334,000 and a working capital deficit of
$2,372,000.  At June 30, 2005, the
Company had cash and short-term investments totaling $290,000 and working
capital of $371,000.  The change in
working capital deficit for the three months ended September 30, 2005 of
$2,743,000 was primarily attributable to the net loss of $4,395,000 for the
three months ended September 30, 2005.

Net cash
provided by operating activities for the three months ended September 30, 2005
was $10.7 million resulting from an increase in inventory, accounts receivable,
prepaid expenses and other current assets of $17.8, offset in part by a net
loss from continuing operations of $4.4 million, such loss was reduced by non-cash
interest expense, depreciation and amortization expense and deferred income tax
benefit of $2.5 million, and a decrease in accounts payable and accrued
expenses of $5.1 million.  These changes
are generally consistent with the seasonal nature of the Companys
business.

Net cash used
in investing activities for the three months ended September 30, 2005 of $0.2
million is due to capital purchases of equipment and package tooling costs.

Net cash used
in financing activities for the three months ended September 30, 2005 of $10.5
million is primarily due to repayments on the revolving credit facility of
$10.3 million and principal payments on the term loan of $0.2 million.

13

The Company
and its parent, EYAS International, Inc., and their subsidiaries have entered
into four credit arrangements to finance the acquisition of the assets of the
Predecessor and to provide working capital. The Company also assumed from the
Predecessor its obligation under the Junior Subordinated Debentures and related
obligations.

On April 27,
2004, the Company and its parents and subsidiaries entered into a senior
revolving  credit facility with the
LaSalle Business Credit, L.L.C. who is the Agent for and one of the lenders on
the facility.  The asset based lending
revolving credit facility has a maturity date of September 30, 2006.  The facility has a maximum borrowing level
of $25 million.  The facility is secured
by all the assets of the Company and its parents and subsidiaries.  The actual borrowing level is limited based
upon having eligible accounts receivable, inventory and for parts of the year,
the seasonal availability amount.
Interest is at variable annual rates based upon the prime rate plus 0.5%
or LIBOR plus 3.25% as of June 30, 2005.
The actual interest rate on the facility at September 30, 2005 was
6.25%.  Effective October 1, 2005 the
interest rate increased to prime plus 1.0%.
When certain financing conditions are met the 0.5% increase will be
eliminated.  The facility has various
financial covenants including minimum EBITDA, EBITDA is Earnings Before,
Interest, Taxes, Depreciation, and Amortization, minimum EBITDA to pay interest
on the Junior Subordinated Debentures, a Fixed Charge Coverage Ratio, a Maximum
Senior Leverage Ratio and limits on Capital Expenditures.  Additionally the senior lenders have
required as a condition of receiving waivers on the June 30, 2005 covenant
defaults, that the Company hire an investment banker to explore strategic
alternatives to repay the term loan, increased interest rate on the term loan
by 2% per annum and 0.5% per annum on the revolving credit facility under
certain conditions.  A performance fee
of $2 million is earned on the term loan and due at the repayment of the loan.
The performance fee will be reduced in part or in total if certain conditions
are met.

The second
credit facility was entered into on October 29, 2003 and is with CapitalSource
Finance LLC.  This facility includes two
term loans.  Term Loan A in the amount
of $14,315,000 of which $14,000,000 has been borrowed and Term Loan B in the
amount of $9,713,750 of which $9,500,000 has been borrowed.  Both Term Loans A and B mature on September
30, 2006 and are secured by all of the assets of the Company and its parents
and subsidiaries.  Term Loan A bears
interest at the greater of 7.75% over the prime rate or 10% as of September 30,
2005 and has monthly repayment of principal of $104,167 per month in year one,
$166,667 per month in year two and $291,667 per month in year three.  These amounts are reduced by mandatory
pre-payments as described in the fourth following sentence.  Term Loan B bears interest at the greater of
10.75% over the prime rate or 13% plus 7.0% of interest which is to be paid at
the maturity of Term Loan B.  Since such
interest is not due until maturity, it is considered non-cash interest in the
current period.  The actual variable
interest rates on the facility at September 30, 2005 were 11.76% for Term Loan
A and 14.76% for Term Loan B.  Term
Loans A and B also require mandatory pre-payments equal to 75% of the excess
cash flow as defined in the loan agreements.

The Company
also was below the minimum EBITDA level required by the senior lenders to
continue to pay the interest on the Junior Subordinated Debentures.  As permitted by the Amended and Restated
Junior Subordinated Indenture, the Company has notified the Trustee that it has
exercised its right to defer the monthly interest payment commencing with the
August 2004 payment as described below.

The third
credit facility the Company entered into were two subordinated loan agreements,
one with the Predecessor aggregating $1,600,000 plus accrued interest and one
with Central Garden & Pet Company aggregating $2,675,000 plus accrued
interest. The subordinated Predecessor loan is the more junior of the
subordinated loans.  Both of these
subordinated loans bear interest at 9% per annum due at maturity except for the
repayment feature described in the following sentence, the loans mature, April
29, 2008, interest is payable at maturity.
Since such interest is not due until maturity, it is considered non-cash
in the current period and included in long term

14

liabilities.  The Predecessor loan has a repayment feature
based upon excess cash flow as defined in the second credit facility described
in the second preceding paragraph.  The
$2,675,000 subordinated loan gives Central Garden & Pet Company the right
to convert the loan plus accrued interest into a 49% ownership interest in the
Company.

Commitments

The Company
leases office and warehouse space, certain office equipment and automobiles
under operating leases expiring through 2010.
The future minimum annual lease payments under these non-cancelable
operating leases are as follows:



Year Ended June 30,
  
  Amount2006
  
  $
  444,0002007
  
  
  298,0002008
  
  
  207,0002009
  
  
  30,0002010
  
  
  3,000$
  982,000New Accounting Pronouncements

In November
2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
151 entitled Inventory Costs  an amendment of ARB No. 43, Chapter 4.  This Statement, which is effective for
fiscal years beginning after June 15, 2005, clarifies the accounting for
inventory costs, in particular, abnormal amounts of idle facility expense,
freight, handling costs and wasted material (spoilage).  This Statement had no impact on the
Companys financial statements.

Inflation

Inflation has
historically not had a material effect on the Companys operations.

15

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

As a result of
its variable rate revolving credit line and term debt, the Company is exposed
to the risk of rising interest rates.
The Company also has minor exposure to changes in foreign exchange
rates.  A 1% point increase in the
variable interest rate at the beginning of the quarter would have increased
interest expense by $69,000.  Actual
interest expense on the debt subject to variable interest was $927,000 for the
three months ended September 30, 2005.
The following information relates to the Companys fixed maturity debt
as of September 30, 2005 that are sensitive to changes in interest rates.

The Revolving
Credit Facility with LaSalle Business Credit L.L.C. had a variable interest
rate ranging from 6.25% to 6.75% for the period ended September 30, 2005  and an outstanding balance of $7.8 million.

The Term Loan
A with Capital Source Finance, L.L.C. had a variable interest rate ranging from
12.0% to 12.34 % for the period ended September 30, 2005 and an outstanding
balance of       $8.8 million.

The Term Loan
B with Capital Source Finance, LLC had a variable interest rate ranging from
15.0% to 15.34 % for the period ended
September 30, 2005              and
a outstanding balance of $10.9 million.

Item 4.
Controls and Procedures

(a)  Evaluation of disclosure controls and
procedures.  As of the end of the period
covered by this report, the Company has carried out an evaluation, under the
supervision and with the participation of the Companys Chief Executive Officer
and Chief Financial Officer of the effectiveness of the design and operation of
the Companys disclosure controls and procedures.  Based on the evaluation of the effectiveness of the design and
operation of the Companys disclosure controls and procedures, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures were effective in timely alerting them to
material information required to be included in the Companys periodic SEC
filings at a reasonable assurance level.

(b)
Prior to the filing of the Companys Form 10-K for the year ended June 30,
2005, the Companys independent accountant communicated to the Company that
the income relating to the sale of product to a particular customer under unique
terms should be recognized only when all contingencies were satisfied. Based
upon this view of the independent accountant, the proper amount of revenue was
reflected in the Companys financial statements as of June 30, 2005
included in its filed Form 10-K. Subsequent to the Companys filing its
Form 10-K for the year ended June 30, 2005, the Companys independent
accountant notified the Companys Audit Committee that the internal
accounting control relating to the recognition of revenue for the unique sale
described above was incorrect and that the error resulted from a significant
internal control deficiency. Due to the unique nature of the sale, no additional
actions are required to correct this control deficiency.

16

PART II  OTHER INFORMATION

Item 1.    Legal
Proceedings

Not
applicable

Item 6.    Exhibits and Reports on
Form 8-K

(a)  Exhibits

10.1
  Amendment
  No. 3 dated as of October 20, 2005 to the Term Loan and Security Agreement by
  and among Easy Gardener Products, Ltd., as Borrower, EYAS International,
  Inc., E G Product Management, L.L.C., EG, L.L.C., Weatherly Consumer Products
  Group, Inc., Weatherly Consumer Products, Inc. and NBU Group, LLC, each as
  Guarantor, and CapitalSource Finance LLC, as Agent and Lender dated as of
  October 29, 2003.10.2
  Amendment
  No. 3 dated as of October 20, 2005, to the Loan and Security Agreement with
  LaSalle Business Credit, LLC, as Agent, certain financial institutions as
  Lenders and Easy Gardener Products, Ltd., as Borrower, EYAS International,
  Inc., as a Credit Party, EG Product Management, L.L.C., as a Credit Party,
  EG, L.L.C., as a Credit Party, Weatherly Consumer Products Group, Inc., as a
  Credit Party, Weatherly Consumer Products, Inc., as a Credit Party, and NBU
  Group, LLC, as a Credit Party dated as of April 27, 2004.31.1
  Certification
  of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14
  and 15d-14 implementing Section 302 of the Sarbanes-Oxley act of 2002.31.2
  Certification
  of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14
  and 15d-14 implementing Section 302 of the Sarbanes-Oxley Act of 2002.32.1
  Certification
  of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley
  Act of 200232.2
  Certification
  of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley
  Act of 2002SIGNATURES

Pursuant to
the requirement of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

November 14,
2005

Easy
  Gardener Products, Ltd.(Registrant)By: /s/ Richard
  M. GrandyRichard M.
  Grandy
     Manager / CEOBy:
  /s/ Richard
  M. KurzRichard M. KurzManager/ CFO17