---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x******  Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2004

** ̈****** Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ___________ to ___________

Commission File Number: 000-29803

EYI INDUSTRIES, INC. 
  (Exact name of small business issuer as specified in its charter)

NEVADA
      88-0407078(State or other jurisdiction of
      (IRS Employer Identification No.)incorporation or organization)3960 Howard Hughes Parkway, Suite 500Las Vegas, Nevada
      89109(Address of principal executive offices)
      (Zip Code)Issuers telephone number, including area code:
      (702) 296-8034


NOT APPLICABLE 
  (Former name, former address and former fiscal year end, if changed since last
  report)

Check whether the issuer (1) 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 issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days: Yes **x******
  No ** ̈******

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 152,424,447shares of common stock issued and outstanding as of May 7, 2004.

Transitional Small Business Disclosure Format (check one):
  Yes ** ̈******
  No **x******

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PART 1 - FINANCIAL INFORMATION

ITEM 1.              FINANCIAL
  STATEMENTS



2

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|EYI
      INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS
|------------------------------------------------------

|                                                             |   | March 31, 2004 |   |   | December 31, 2003 |  
|------------------------------------------------------------ | - | -------------- | - | - | ----------------- | -
|                                                             |   | Unaudited      |   |   | Restated          |  
|ASSETS                                                       |   |                |   |   |                   |  
|                                                             |   |                |   |   |                   |  
|CURRENT ASSETS                                               |   |                |   |   |                   |  
|Cash                                                         | $ | 42,640         |   | $ | 52,075            |  
|Restricted
      cash                                        |   | 210,196        |   |   | 223,682           |  
|Accounts
      receivable                                    |   | 167,544        |   |   | 52,323            |  
|Related
      party receivables                              |   | 5,241          |   |   | 5,465             |  
|Prepaid
      expenses                                       |   | 75,474         |   |   | 28,600            |  
|Inventory                                                    |   | 221,755        |   |   | 254,367           |  
|TOTAL
      CURRENT ASSETS                                   |   | 722,850        |   |   | 616,512           |  
|                                                             |   |                |   |   |                   |  
|PROPERTY, PLANT AND EQUIPMENT, NET                           |   | 116,403        |   |   | 143,439           |  
|                                                             |   |                |   |   |                   |  
|INTANGIBLE ASSETS                                            |   | 19,801         |   |   | 19,801            |  
|                                                             |   |                |   |   |                   |  
|TOTAL ASSETS                                                 | $ | 859,054        |   | $ | 779,752           |  
|                                                             |   |                |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               |   |                |   |   |                   |  
|                                                             |   |                |   |   |                   |  
|CURRENT LIABILITIES                                          |   |                |   |   |                   |  
|Bank
      indebtedness                                      | $ | 222,313        |   | $ | 259,977           |  
|Accounts
      payable and accrued liabilities               |   | 905,067        |   |   | 836,751           |  
|Accounts
      payable - related parties                     |   | 873,624        |   |   | 779,367           |  
|Customer
      deposits                                      |   | 74,226         |   |   | 6,250             |  
|TOTAL
      CURRENT LIABILITIES                              |   | 2,075,230      |   |   | 1,882,345         |  
|                                                             |   |                |   |   |                   |  
|COMMITMENTS AND CONTINGENCIES                                |   | -              |   |   | -                 |  
|                                                             |   |                |   |   |                   |  
|MINORITY INTEREST IN SUBSIDIARY                              |   | 463,387        |   |   | 468,877           |  
|                                                             |   |                |   |   |                   |  
|STOCKHOLDERS' EQUITY (DEFICIT)                               |   |                |   |   |                   |  
|Preferred stock, $0.001 par value;
      10,000,000 shares   |   |                |   |   |                   |  
|authorized,
      no shares issued and outstanding           |   |                |   |   |                   |  
|Common stock, $0.001 par value; 537,278,000
      shares     |   |                |   |   |                   |  
|authorized,
      149,891,900 and 148,180,670 share s issued |   |                |   |   |                   |  
|and
      outstanding, respectively                          |   | 149,892        |   |   | 148,181           |  
|Discount on common stock                                     |   | (53,598        | ) |   | (53,598           | )
|Additional paid-in capital                                   |   | 959,970        |   |   | 827,972           |  
|Stock warrants                                               |   | 213,916        |   |   | 128,385           |  
|Accumulated deficit                                          |   | (2,949,743     | ) |   | (2,622,410        | )
|TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)                   |   | (1,679,563     | ) |   | (1,571,470        | )
|                                                             |   |                |   |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         | $ | 859,054        |   | $ | 779,752           |  

The accompanying condensed notes are an integral part of these
  financial statements. 
  F-1

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|EYI
      INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
|----------------------------------------------------------------

|                                                |   | Three Months   |   |   | Three Months   |  
|----------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                |   | Ended          |   |   | Ended          |  
|                                                |   | March 31, 2004 |   |   | March 31, 2003 |  
|                                                |   | Unaudited      |   |   | Unaudited      |  
|                                                |   |                |   |   |                |  
|REVENUE                                         | $ | 1,529,195      |   | $ | 3,656,657      |  
|                                                |   |                |   |   |                |  
|COST OF GOODS SOLD                              |   | 832,095        |   |   | 2,736,201      |  
|                                                |   |                |   |   |                |  
|GROSS PROFIT                                    |   | 697,100        |   |   | 920,456        |  
|                                                |   |                |   |   |                |  
|OPERATING EXPENSES                              |   |                |   |   |                |  
|Consulting fees                                 |   | 152,520        |   |   | 231,310        |  
|Legal and professional                          |   | 20,052         |   |   | 118,550        |  
|Customer service                                |   | 124,339        |   |   | 318,330        |  
|Finance and administration                      |   | 219,223        |   |   | 208,904        |  
|Sales and marketing                             |   | 27,556         |   |   | 29,513         |  
|Telecommunications                              |   | 105,062        |   |   | 106,877        |  
|Wages and benefits                              |   | 252,066        |   |   | 253,520        |  
|Warehouse expense                               |   | 105,060        |   |   | 139,294        |  
|TOTAL
      OPERATING EXPENSES                  |   | 1,005,878      |   |   | 1,406,298      |  
|                                                |   |                |   |   |                |  
|OPERATING LOSS                                  |   | (308,778       | ) |   | (485,842       | )
|                                                |   |                |   |   |                |  
|OTHER INCOME (EXPENSES)                         |   |                |   |   |                |  
|Interest and other income                       |   | 6,238          |   |   | 108            |  
|Interest expense                                |   | (21,480        | ) |   | (2,321         | )
|Foreign currency gain/(discount)                |   | (8,803         | ) |   | (32,186        | )
|TOTAL
      OTHER INCOME (EXPENSES)             |   | (24,045        | ) |   | (34,399        | )
|                                                |   |                |   |   |                |  
|NET LOSS BEFORE TAXES                           |   | (332,823       | ) |   | (520,241       | )
|                                                |   |                |   |   |                |  
|PROVISION FOR TAXES                             |   | -              |   |   | -              |  
|                                                |   |                |   |   |                |  
|NET LOSS BEFORE ALLOCATION TO MINORITY INTEREST |   | (332,823       | ) |   | (520,241       | )
|                                                |   |                |   |   |                |  
|ALLOCATION OF LOSS TO MINORITY INTEREST         |   | 5,490          |   |   | -              |  
|                                                |   |                |   |   |                |  
|NET LOSS                                        | $ | (327,333       | ) | $ | (520,241       | )
|                                                |   |                |   |   |                |  
|BASIC AND DILUTED                               |   |                |   |   |                |  
|NET LOSS PER COMMON SHARE                       | $ | nil            |   | $ | nil            |  
|                                                |   |                |   |   |                |  
|WEIGHTED AVERAGE NUMBER OF                      |   |                |   |   |                |  
|COMMON STOCK SHARES OUTSTANDING                 |   | 149,090,095    |   |   | 118,045,603    |  

The accompanying condensed notes are an integral part of these
  financial statements. 
  F-2

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|EYI
      INDUSTRIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      (DEFICIT)
|-----------------------------------------------------------------------------------------

|                                               | Common
      Stock |  |   | Additional |  |   |         |  |   |                    |   |   |          |  |   |            |  
|---------------------------------------------- | ------------------ |  | - | ---------- |  | - | ------- |  | - | ------------------ | - | - | -------- |  | - | ---------- | -
|                                               | Number of          |  |   |            |  |   | Paid-in |  |   | Discount on        |   |   | Option/  |  |   | Retained   |  
|                                               | Shares             |  |   | Amount     |  |   | Capital |  |   | Common
      Stock |   |   | Warrants |  |   | Earnings   |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Stock issued for cash on June 21, 2002         | 23,026,200         |  | $ | 23,026     |  | $ | 6,974   |  | $ | -                  |   | $ | -        |  | $ | -          |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Contribution of assets, liabilities and        |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|subsidiaries acquired at June 30,
      2002   | 92,104,800         |  |   | 92,105     |  |   | -       |  |   | (53,598            | ) |   | -        |  |   | -          |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for period ended June 30, 2002        | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (7,967     | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, June 30, 2002                         | 115,131,000        |  |   | 115,131    |  |   | 6,974   |  |   | (53,598            | ) |   | -        |  |   | (7,967     | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Shares issued for cash in private              |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|placement for $1.50 per share,                 |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|net of prorata share of private placement      |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|fees of $61,206                                | 2,914,603          |  |   | 2,915      |  |   | 477,307 |  |   | -                  |   |   | -        |  |   | -          |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for fiscal year ended                 |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|June 30, 2003                                  | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (1,644,456 | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, June 30, 2003                         | 118,045,603        |  |   | 118,046    |  |   | 484,281 |  |   | (53,598            | ) |   | -        |  |   | (1,652,423 | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Recapitalization and share exchange (restated) | 30,135,067         |  |   | 30,135     |  |   | 343,691 |  |   | -                  |   |   | 128,385  |  |   | -          |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for fiscal year ended                 |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|December 31, 2003                              | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (969,987   | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, December 31, 2003 (restated)          | 148,180,670        |  |   | 148,181    |  |   | 827,972 |  |   | (53,598            | ) |   | 128,385  |  |   | (2,622,410 | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Common stock issued at $0.20 including         |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|warrants less expenses of $28,715              | 1,711,230          |  |   | 1,711      |  |   | 131,998 |  |   | -                  |   |   | 85,531   |  |   | -          |  
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for fiscal year ended                 |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|March 31, 2004                                 | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (327,333   | )
|                                               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, March 31, 2004 (unaudited)            | 149,891,900        |  | $ | 149,892    |  | $ | 959,970 |  | $ | (53,598            | ) | $ | 213,916  |  | $ | (2,949,743 | )

The accompanying condensed notes are an integral part of these
  financial statements. 
  F-3

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|EYI
      INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
|----------------------------------------------------------------

|                                                                   |   | Three Months Ended   |  
|------------------------------------------------------------------ | - | -------------------- | -
|                                                                   |   | March
      31, 2004 |  
|CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES                 |   |                      |  
|Net loss                                                           | $ | (327,333             | )
|Loss allocated to minority interest                                |   | 5,490                |  
|                                                                   |   | (332,823             | )
|Adjustments to reconcile net loss                                  |   |                      |  
|to
      net cash used by operating activities:                    |   |                      |  
|Depreciation
      and amortization                                |   | 27,036               |  
|Decrease
      (increase) in:                                      |   |                      |  
|Related
      party receivables                                    |   | 224                  |  
|Accounts
      receivable                                          |   | (115,221             | )
|Prepaid
      expenses                                             |   | (46,874              | )
|Inventory                                                          |   | 32,612               |  
|Increase
      (decrease) in:                                      |   |                      |  
|Accounts
      payable and accrued liabilities                     |   | 68,316               |  
|Accounts
      payable - related parties                           |   | 94,257               |  
|Customer
      deposits                                            |   | 67,976               |  
|Net cash used by operating activities                              |   | (204,497             | )
|                                                                   |   |                      |  
|CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES                 |   |                      |  
|Decrease (increase) in restricted
      cash                       |   | 13,486               |  
|Purchase of property, plant and equipment                          |   | -                    |  
|Net cash used by investing activities                              |   | 13,486               |  
|                                                                   |   |                      |  
|CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES                 |   |                      |  
|Decrease in bank indebtedness                                      |   | (37,664              | )
|Increase in bank indebtedness                                      |   | -                    |  
|Issuance of stock, net of private
      placement costs & warrants |   | 219,240              |  
|Net cash provided by financing activities                          |   | 181,576              |  
|                                                                   |   |                      |  
|Net increase in cash and cash equivalents                          |   | (9,435               | )
|                                                                   |   |                      |  
|CASH - Beginning of Year                                           |   | 52,073               |  
|                                                                   |   |                      |  
|CASH - End of Period                                               | $ | 42,640               |  
|                                                                   |   |                      |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                |   |                      |  
|Interest expense paid                                              | $ | -                    |  
|Income taxes paid                                                  | $ | -                    |  

NON-CASH INVESTING AND FINANCING TRANSACTIONS: 
        None

The accompanying condensed notes are an integral part of these
  financial statements. 
  F-4

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|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

NOTE 1  DESCRIPTION OF BUSINESS

Essentially Yours Industries, Inc., was incorporated on June
  21, 2002 in the State of Nevada. The main business activities of Essentially
  Yours Industries, Inc. were acquired through a merger with the former entity,
  Burrard Capital, Inc., and other entities described in Note 4 concerning the
  reorganization of Essentially Yours Industries, Inc. On December 31, 2003, Essentially
  Yours Industries, Inc. entered into a share exchange agreement of its stock
  with Safe ID Corporation (Safe ID). This transaction is being accounted
  for as a share exchange and recapitalization. See Note 3. As a result of this
  transaction, Safe ID has changed its name to EYI Industries, Inc. (the
  Company), and is acting as the parent holding company for the operating
  subsidiaries.

The principal business of the Company is the marketing of
  health and wellness care products. The Company sells its products through network
  marketing distributors, which in turn, sell the products to the end customers.
  The Company maintains its principal business office in Surrey, British Columbia.
  The Company has elected to change its year-end from June 30 to December 31.

The Company has four wholly owned subsidiaries. The first
  subsidiary is Halo Distributions LLC (hereinafter Halo), which was organized
  on January 15, 1999, in the State of Kentucky. Halo is the distribution center
  for the Companys product in addition to other products. The second subsidiary
  is RGM International Inc., which was incorporated on July 3, 1997, in the State
  of Nevada. RGM International Inc. is a dormant investment company, which owns
  1 percent of Halo. The third subsidiary is Essentially Yours Industries (Canada)
  Inc. (hereinafter EYI Canada), which was organized on September
  13, 2002, in the province of British Columbia, Canada. EYI Canada markets health
  and wellness care products for use in Canada. The fourth subsidiary is 642703
  B.C. Ltd., doing business as EYI Management, which was organized on February
  22, 2002, in the province of British Columbia, Canada. EYI Management provides
  accounting and marketing services to the consolidated entity.

Basis of Presentation 
  The accompanying interim condensed financial statements are prepared in accordance
  with rules set forth in Regulation SB of the Securities and Exchange Commission.
  As said, these statements do not include all disclosures required under generally
  accepted principles and should be read in conjunction with the audited financial
  statements for the year ended December 31, 2003. In the opinion of management,
  all required adjustments which consist of normal re-occurring accruals have
  been made to the financial statements.

F-5

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|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Recent Accounting Pronouncements 
  In May 2003, the Financial Account Standards Board issued Statement of Financial
  Accounting Standards No. 150, Accounting for Certain Financial Instruments
  with Accounting Standards no. 150, Accounting for Certain Financial Instruments
  with Characteristics of Both Liabilities and Equity (hereinafter SFAS
  No. 150). SFAS No. 150 establishes standards for classifying and measuring
  certain financial instruments with characteristics of both liabilities and equity
  and requires that those instruments be classified as liabilities in statements
  of financial position. Previously, many of those instruments were classified
  as equity. SFAS No. 150 is effective for financial instruments entered into
  or modified after May 31, 2003 and otherwise is effective at the beginning of
  the first interim period beginning after June 15, 2003. The Company has not
  yet determined the impact of the adoption of the statement.

Restricted Cash 
  Restricted cash includes deposits held in a reserve account in the amount of
  $210,196 and $223,682 at March 31, 2004 and December 31, 2003, respectively.
  Such deposits are required by the bank as protection against unfunded charge
  backs and returns of credit card transactions.

Going Concern 
  As shown in the accompanying financial statements, the Company had negative
  working capital of approximately $1,300,000 and an accumulated deficit incurred
  through March 31, 2004. The Company is currently putting technology in place
  which will, if successful, mitigate these factors which raise substantial doubt
  about the Companys ability to continue as a going concern. The financial
  statements do not include any adjustments relating to the recoverability and
  classification of recorded assets, or the amounts and classification of liabilities
  that might be necessary in the event the Company cannot continue in existence.

Management has established plans designed to increase the
  sales of the Companys products, and decrease debt. The Company plans on
  continuing to reduce expenses,and with small gains in any combination of network
  sales, direct sales, international sales, and warehouse sales, believe that
  they will eventually be able to reverse the present deficit. Management intends
  to seek additional capital from new equity securities offerings that will provide
  funds needed to increase liquidity, fund internal growth and fully implement
  its business plan. Management plans include negotiations to convert significant
  portions of existing debt into equity.

The timing and amount of capital requirements will depend
  on a number of factors, including demand for products and services and the availability
  of opportunities for international expansion through affiliations and other
  business relationships.

F-6

---

|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

NOTE 3 PROPERTY AND EQUIPMENT

Capital assets are recorded at cost. Depreciation is calculated
  using the straight-line method over three to seven years.

NOTE 4  NOTES PAYABLE

On March 24, 2004, the Company entered into a promissory note
  for monies received in the amount of $10,000. The note is due on demand and
  interest accrues at the rate of 5% per annum.

NOTE 5  CAPITAL STOCK

During the quarter ended March 31, 2004, the Company received
  $247,955 from the private placement sale of 857,143 shares of common stock at
  $0.14 per share and $854,087 shares of common stock at $0.21 per share. In addition,
  the purchasers of the shares received warrants to purchase one additional share
  of common stock for each share purchased, exercisable at $0.20 and $0.30 per
  share, respectively, for a period of two years.

NOTE 6  COMMON STOCK WARRANTS

Financial Accounting Standards No. 123, "Accounting for Stock-Based
  Compensation" (hereinafter "SFAS No. 123"), defines a fair value-based method
  of accounting for stock options and other equity instruments. The Company has
  adopted this method, which measures compensation costs based on the estimated
  fair value of the award and recognizes that cost over the service period.

In accordance with SFAS No. 123, the fair value of stock options
  and warrants granted are estimated using the Black-Scholes Option Price Calculation.
  The following assumptions were made to value the warrants for the quarter ended
  March 31, 2004;: risk-free interest rate of 4%, volatility of 110% and terms
  of two years.

Warrants and Prior Year Adjustment 
  During the quarter ended March 31, 2004, the Company determined that an additional
  916,667 warrants from the reverse acquisition and share exchange with Safe Id
  Corporation had not been properly determined and valued at the date of the change
  of control nor at December 31, 2003. Correction of this error was made and is
  reflected in the financial statements. The warrants were valued at $45,833.
  The additional paid-in-capital was reduced by $45,833 and warrants accounted
  for in the equity section was increased by the same. There was no effect on
  total stockholders equity or upon net income and accumulated deficits.

F-7

---

|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

During the quarter ended March 31, 2004, the Company received
  $247,955 from the private placement sale of 857,143 shares of common stock at
  $0.14 per share and 600,312 shares of common stock at $0.21 per share. In addition,
  the purchasers of the shares received warrants to purchase one additional share
  of common stock for each share purchased, exercisable at $0.20 and $0.30 per
  share, respectively, for a period of two years. As part of these transactions
  the fair value of the warrants was determined to be $85,531.

NOTE 7  COMMITMENTS

Purchase Agreement 
  On June 30, 2002, the Company entered into a distribution and license agreement
  with a company in which one of the Companys directors has an ownership
  interest. The agreement gives the Company the exclusive right to market, sell
  and distribute certain products for a five-year renewable term. Management estimates
  that 90% of the Companys sale volume results from products supplied under
  this licensing agreement.

During the quarter ended March 31, 2004, the Company negotiated
  the lowering of the purchasing threshold and pursuant to the agreement, the
  Company is required to purchase the following amounts of product during the
  term of the agreement:

| | June 1, 2003 to May 31, 2004                                                                        | $ | 1,530,000 | 
| | --------------------------------------------------------------------------------------------------- | - | --------- | 
| |                                                                                                     |   |           | 
| | June 1, 2004 to May 31, 2005                                                                        | $ | 3,825,000 | 
| |                                                                                                     |   |           | 
| | For each year thereafter during the term of this agreement,
      the minimum amount of $5,355,000. |  

In the event that the Company is unavailable to meet the minimum
  purchase requirements of the licensing agreement or the terms requiring it to
  pay 15% of the difference between the minimum purchase amount referred to above
  and actual purchases for that year in which there is a shortfall, then the licensor
  has various remedies available to it including, renegotiating the agreement,
  removing exclusivity rights, or terminating the agreement.

As of the date of these financial statements, the licensor
  has not made any additional demands of the Company.

F-8

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|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

Lease Payments 
  The Company has operating lease commitments for its premises, office equipment
  and an automobile. The minimum annual lease commitments are as follows:

|Year
      ended December 31, |  |   | Minimum | 
|----------------------------- |  | - | ------- | 
|2004                          |  | $ | 208,096 | 
|2005                          |  |   | 57,220  | 
|2006                          |  |   | 5,220   | 
|2007                          |  |   | 5,220   | 
|2008                          |  |   | 1,740   | 

NOTE 8  CONTINGENCIES

Other Matters 
  The Companys predecessor organization, Essentially Yours Industries Corp.
  (EYIC), a British Columbia corporation, has outstanding claims from
  the Internal Revenue Service for penalties and interest of approximately $2,000,000.
  Furthermore, one or more states may have claims against EYIC for unpaid state
  income taxes. Management believes that these claims are limited solely to EYIC
  and that any prospective unpaid tax claims against the Company are remote and
  unable to be estimated.

NOTE 9  CONCENTRATIONS

Economic Dependence 
  During the year, the Company purchased approximately 90% of its products for
  resale from one company, Nutri-Diem Inc., which is the sole supplier of the
  Companys flagship product Calorad. Pursuant to a purchase agreement, the
  Company is subject to minimum purchases per annum. See Note 13.

NOTE 10  RELATED PARTY TRANSACTIONS

Accounts payable to related parties includes amounts due to
  the president and chief executive officer for services preformed during the
  last year, as well as other related parties and the company with which they
  have a signed management agreement. These payables are non-interest bearing
  and non-collateralized.

During the year, the Company purchased approximately 90% of
  its products for resale from one company, Nutri-Diem Inc., which is owned in
  part by a director of the Company. See Note 13.

F-9

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|EYI
      INDUSTRIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------

NOTE 11 - SUBSEQUENT EVENT

Management Agreement 
  EYI Corp. has agreed to perform various services such as utilization of fixed
  assets and administrative assistance to the Company on a month to month basis
  commencing April 1, 2004. The services and duties to be provided and performed
  by EYI Corp. for EYII shall be determined and agreed upon by the parties, from
  time to time, as required, provided however, it is understood and agreed that
  such services will primarily consist of assisting EYII in the sales and marketing
  business.

The remuneration to be paid by EYII to EYI Corp. for the aforementioned
  services shall be the cost of actual expenses plus a fee of five (5%) percent
  for services provided.

Exercise of options 
  In April 2004, an officer of the corporation exercised 3,200,000 options in
  exchange for notes in the amount of $528,000.

F-10

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ITEM 2.              MANAGEMENTS
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD LOOKING STATEMENTS

The information in this discussion contains 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.
  These forward-looking statements involve risks and uncertainties, including
  statements regarding EYI Industries, Inc.’s (the “Company”)
  capital needs, business strategy and expectations. Any statements contained
  herein that are not statements of historical facts may be deemed to be forward-looking
  statements. In some cases, you can identify forward-looking statements by terminology
  such as "may", "should", "expect", "plan",
  "intend", "anticipate", "believe", "estimate",
  "predict", "potential" or "continue", the negative
  of such terms or other comparable terminology. Actual events or results may
  differ materially. In evaluating these statements, you should consider various
  factors, including the risks outlined in the Risk Factors section below, and,
  from time to time, in other reports the Company files with the SEC. These factors
  may cause the Company's actual results to differ materially from any forward-looking
  statement. The Company disclaims any obligation to publicly update these statements,
  or disclose any difference between its actual results and those reflected in
  these statements. The information constitutes forward-looking statements within
  the meaning of the Private Securities Litigation Reform Act of 1995.

As used in this quarterly report, the terms "we", "us", "our",
  and our company mean EYI Industries, Inc. unless otherwise indicated.
  All dollar amounts in this quarterly report are in U.S. dollars unless otherwise
  stated.

OVERVIEW

We are in the business of selling, marketing, and distributing
  a product line consisting of approximately 35 nutritional products in two categories,
  dietary supplements and personal care products. Our most successful product
  is Calorad, a liquid collagen-based dietary supplement presently available on
  the market. These products are marketed through a network marketing program
  in which IBAs (Independent Business Associates) purchase products for resale
  to retail customers as well as for their own personal use. We have a list of
  over 400,000 IBAs, of which approximately 14,000 we consider active.
  An active IBA is one who purchased our products within the preceding
  12 months. Over 6,000 of these IBAs are very active, and are on
  our automatic Auto-ship Program.

The IBAs in our network are encouraged to recruit interested
  people to become new distributors of our products. New IBAs are placed beneath
  the recruiting IBA in the network and are referred to as being in
  that IBAs down-line organization. Our marketing plan is designed
  to provide incentives for IBAs to build, maintain and motivate an organization
  of recruited distributors in their down-line organization to maximize their
  earning potential. IBAs generate income by purchasing our products at wholesale
  prices and reselling them at retail prices. IBAs also earn commissions on product
  purchases generated by their down-line organization.

On an ongoing basis we review our product line for duplication
  and sales trends and make adjustments accordingly. As of March 31, 2004, our
  product line consisted of: (i) 23 dietary supplement products; and (ii) 12 personal
  care products consisting primarily of cosmetic and skin care products. Our products
  are primarily manufactured by Nutri-Diem, Inc., a related party, and sold by
  us under a license and distribution agreement with Nutri-Diem. Certain of our
  own products are manufactured for us by third party manufacturers pursuant to
  formulations developed for us. Our products are sold to our IBAs located in
  all 50 states, the District of Columbia and Canada.

We believe that our network marketing system is suited to
  marketing dietary supplement and personal care products, because sales of such
  products are strengthened by ongoing personal contact between IBAs and their
  customers. Our network marketing system appeals to a broad cross-section of
  people, particularly those looking to supplement family income or who are seeking
  part-time work. IBAs are given the opportunity, through our sponsored events
  and training sessions, to network with other distributors, develop selling skills
  and establish personal goals. We supplement monetary incentives with other forms
  of recognition, in order to motivate IBAs.

3

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Recent Corporate Developments

|• | On May 4, 2004 we entered into a letter agreement
        with Eyewonder, Inc. (Eyewonder), pursuant to which Eyewonder
        agreed to manage an advertising and lead generation campaign to promote
        and sell our products utilizing Eyewonders proprietary audio-video
        streaming technology. In consideration of the services provided by Eyewonder
        under the agreement, we agreed to pay the following fees: a fee of $100,000
        for product promotions, a fee of $770,000 for the implementation of a
        communications component for the campaign, and a fee of $140,000 for each
        consumer application. Under the terms of the agreement we have the option
        to pay fees to Eyewonder through the issuance to Eyewonder of units of
        our stock, each consisting one share at a price of $0.21 per share and
        one share purchase warrant exercisable at a price of $0.30 per share for
        a period of five years from the date of issuance. Eyewonder is also entitled
        to a fee of 8% of the gross revenue generated through all sales of products
        that result from responses to advertising by Eyewonder. In addition, on
        execution of the agreement, we agreed to issue options to purchase 1,100,000
        shares of our common stock at a price of $0.22 per share to certain individuals
        designated by Eyewonder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|• | On June 30, 2002 we entered into a distribution and
        license agreement (the License and Distribution Agreement)
        with Nutri-Diem Inc. (Nutri-Diem), the principal of which
        is Michel Grise a holder of more than 10% of our outstanding common stock
        and director of our subsidiaries. Pursuant to the terms the License and
        Distribution Agreement, as amended on November 7, 2002, we were granted
        by Nutri-Diem an exclusive license and right to market, sale and distribute
        in Canada and the United States certain products owned by Michel Grise
        Consultant, Inc. In consideration of the grant of exclusive license and
        right to distribute the products specified in the License and Distribution
        Agreement we agreed to expend the following amounts on purchasing products
        of Nutri-Diem over a five year period: (i) from June 1, 2002 to May 31,
        2003, $3,000,000 CDN, (ii) from June 1, 2003 to May 31, 2004, $7,000,000
        CDN, (iii) from June 1, 2004 to May 31, 2005, $20,000,000 CDN, and (iv)
        for each year commencing on June 1, and ending on May 31 thereafter during
        the term of that agreement we were required to purchase products totalling
        $50,000,000 CDN.
      On April 30, 2004 we entered into an amendment to our
        License and Distribution Agreement with Nutri-Diem, lowering the amount
        of expenditures we are required to make under the agreement. Pursuant
        to the terms of the amendment to the License and Distribution Agreement
        we are presently required to expend the following amounts on purchasing
        the products of Nutri-Diem over the term of the License and Distribution
        Agreement: (i) from June 1, 2003 to May 31, 2004, $1,530,000, from June
        1, 2004 to May 31, 2005, $3,825,000, and (iii) for each year thereafter,
        $5,355,000.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|• | Our core business is in network marketing development
        and sales. In 2004 we implemented some critical changes to our network
        marketing development and sales strategy. We analyzed our compensation
        structure and realized that although the plan paid the sales force more
        than industry standard, it was still not encouraging sales, growth, duplication
        or retention. After months of study, outside consulting, field leader's
        focus groups and senior management discussion, we made key adjustments
        during our first fiscal quarter in 2004 that are intended to cap the sales
        commission expense while at the same time promote increased network sales.
        We anticipate retaining a higher percentage of both customers and distributors
        with this new plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|• | To further facilitate growth and benefit from certain
        competitive advantages conferred by the new commission plan, we have upgraded
        our Internet support sites, created a trainer field certification program,
        developed a regional training program and increased our face to face training
        capability. These support tools are intended to ensure compliance, mature
        team and territory development and assist sales growth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|• | We see international sales as a key component for
        our growth in the next 5 years. During the first quarter of fiscal 2004,
        we signed a letter of intent with Supra Group, Inc. to assist in the expansion
        of our marketing efforts in Spanish speaking countries including Spain,
        Portugal and Latin America. We believe Supra Group, Inc. have significant
        international experience, expertise and contacts and that this alliance
        will assist in our ability to expand into Spanish-speaking countries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

4

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|• | We also distribute our products through brick and
        mortar retail stores. We encourage and support our IBA's in placing our
        nutritional supplements in retail environments that include doctor's offices,
        spas, gyms, health food stores and pharmacies. We have recently upgraded
        our merchandising tools and believe that there is potential in continuing
        and expanding these sales.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PLAN OF OPERATIONS

Our plan of operations over the next twelve months is to undertake the following:

| | 1. | We plan to expand the marketing of our Calorad product
        over the next twelve months. We feel that our main product Calorad, a
        21 year old market proven product, is positioned to expand into the significant
        weight loss industry. We see market conditions in the US and Canada amenable
        to a significant growth of Calorad sales.                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | We have plans to turn Halo, our wholly-owned warehouse
        facility into a profitable operation. All sales increases translate into
        more shipping for Halo. We have some contracts in negotiation which may
        increase sales at Halo. There is no assurance that the contracts we enter
        into will increase our sales at Halo or that Halo will become a profitable
        operation.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | 3. | We intend to upgrade our computer systems over the
        next twelve months. These upgrades are intended to result in improved
        operational efficiency and reduced overhead costs.                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | 4. | We anticipate spending approximately $314,455 in
        administrative expenses over the next twelve months in maintaining our
        head office and our warehouse and distribution centers in Louisville,
        Kentucky and Surrey, British Columbia, Canada.                                                                                                                                           

We anticipate that we will incur the following general operating costs over
  the next twelve months in pursuing our stated plan of operations:

|EXPENSE                     | AMOUNT    
|--------------------------- | ----------
|Consulting Fees             | $656,400  
|Legal and Professional Fees | $200,000  
|Finance and Administration  | $314,455  
|Customer Service            | $856,446  
|Sales and Marketing         | $25,000   
|Telecommunications          | $681,600  
|Wages and Benefits          | $1,481,146
|Warehouse Expense           | $256,000  
|TOTAL                       | $4,471,047

Our estimated general operating costs of $4,471,047 includes
  operating expenses such as transfer agent and filing fees, professional legal
  and accounting expenses, investor relations, travel, and other costs associated
  with being a reporting issuer under the Exchange Act, over the next twelve months.

Our cash on hand as of March 31, 2004 was $42,640. Our total
  expenditures over the next twelve months, excluding costs of sales, are anticipated
  to be $4,471,047. Accordingly, we will require financing to fund our operations
  for the next twelve months. If we are unable to obtain additional financing,
  our business plan will be significantly delayed until a point in time when we
  would be able to secure the necessary financing. We anticipate that any financing
  will be an equity financing. However, there is no assurance that we will be
  able to secure the necessary financing.

5

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RESULTS OF OPERATIONS

Net Sales

Net sales for the three months ended March 31, 2004 was $1,529,195,
  compared net sales of $3,656,657 during the comparative period in 2003. This
  represents a decline of $2,127,462 or 58%. The decrease in our net sales was
  primarily the result of adjustments to our sales commission plan for our independent
  business associates (“IBAs”) implemented during our first fiscal
  quarter in 2004 that were intended to cap the sales commission expenses.

For the three months ended March 31, 2004, the cost of goods
  sold was $832,095 which represents 61%. For the three months ended March 31,
  2003, the cost of goods sold was $2,736,201 which represents 75%. The decline
  in cost of goods sold is attributed to the success of our new compensation plan
  for our IBAs.

Operating Expenses

Our operating expenses decreased to $1,005,878 during the
  three months ended March 31, 2004 compared to operating expenses of $1,406,298
  as at March 31, 2003. The reduction of our operating expenses was primarily
  due to the streamlining of our operations. Our operating expenses consist principally
  of salaries and other personnel costs for our administrative staff, rent, legal
  and professional fees, consulting fees, sales and marketing expenses and warehouse
  expenses.

Compensation Expense

For the three months ended March 31, 2004, compensation expense
  was $252,066 and for the three months ended March 31, 2003, compensation expense
  was $253,520.

Net Loss

Our net loss for the three months ended March 31, 2004 decreased
  to $332,823 from a net loss of $520,241 for the three months ended March 31,
  2003, representing a decrease of $187,418 or 36%. The decrease in our net loss
  was primarily as a result of the streamlining of our operations and a reduction
  in our overhead expenses.

FINANCIAL CONDITION

Cash and Working Capital

We had cash of $42,640 as at March 31, 2004, compared with
  cash of $52,075 as at December 31, 2003. Our working capital deficit increased
  to $1,352,380 as at March 31, 2004, compared to a working capital deficit of
  $1,265,833 as at December 31, 2003.

Liabilities

The largest component of our working capital deficit are accounts
  payable and accrued liabilities in the amount of $1,778,691 as at March 31,
  2004 including amounts payable to related parties, compared to $1,616,118 as
  at December 31, 2003.

Cash Used in Operating Activities

Cash used in operating activities for the three months ended
  March 31, 2004 was $204,497, compared to $315,585 for the three months ended
  March 31, 2003. The decrease in cash used in operating activities resulted from
  our streamlining and cost reduction activities during 2004.

Cash Provided by Financing Activities

We have continued to finance our business primarily through
  private placement sales of our common stock, exercises of stock options, short
  term loans, conversion of accrued liabilities into stock and through increases
  in our accrued liabilities and accounts payable. Cash provided by financing
  activities for the three months ended March 31, 2004 was $181,576, compared
  to $416,316 for the three months ended March 31, 2003.

6

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Financing activities included the issuance of common stock
  for aggregate proceeds of $247,955 during the three months ended March 31, 2004
  in private placement transactions. These private placement transactions included
  the issue of an aggregate of 1,711,230 shares of our common stock and associated
  share purchase warrants, representing an average price of $0.21 per share. We
  issued 4,200,000 shares upon exercise of options with an exercise price of $0.165
  per share. All shares issued pursuant to stock option exercises during our first
  quarter were registered on Form S-8 registration statements that we filed with
  the Securities and Exchange Commission.

Financing Requirements

We currently have minimal cash and working capital resources.
  We do not have adequate financial resources in order to enable us to continue
  our business operations without additional financing. Our current sources of
  working capital are sufficient to satisfy our anticipated working capital needs
  for approximately the next two weeks. We may not be able to obtain additional
  working capital on acceptable terms, or at all. Accordingly, there is substantial
  doubt about our ability to continue as a going concern.

We will require additional financing if we are to continue
  as a going concern and to finance our business operations. We anticipate that
  any additional financing would be through the sales of our common or preferred
  stock or placement of convertible debt. We are presently in the process of negotiating
  private placements of our securities to raise working capital to finance our
  operations. However, we do not have any arrangements in place for the sale of
  any of our securities and there is no assurance that we will be able to raise
  the additional capital that we require to continue operations. In the event
  that we are unable to raise additional financing on acceptable terms, then we
  may have to scale back our plan of operations and operating expenditures. We
  anticipate that we will continue to incur losses until such time as the revenues
  we are able to generate from sales and licensing of our products exceed our
  increased operating expenses. We base this expectation in part on the expectation
  that we will incur increased operating expenses in completing our stated plan
  of operations and there is no assurance that we will generate revenues that
  exceed these expenses.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are
  reasonably likely to have a current or future effect on our financial condition,
  changes in financial condition, revenues or expenses, results of operations,
  liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

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

Our management routinely makes judgments and estimates about
  the effects of matters that are inherently uncertain. As the number of variables
  and assumptions affecting the probable future resolution of the uncertainties
  increase, these judgments become even more subjective and complex. We have identified
  certain accounting policies, described below, that are the most important to
  the portrayal of our current financial condition and results of operations.
  Our significant accounting policies are disclosed in Note 2 to our consolidated
  financial statements included in this quarterly report.

Property and Equipment

Property and equipment are stated at cost. Depreciation of
  property and equipment is calculated using the straight-line method over the
  estimated useful lives of the assets, which range from three to seven years.

7

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Revenue Recognition

We recognize revenue from product sales upon shipment to IBAs,
  our customers. Revenue from administration fees is recognized upon collection
  from IBAs.

Long-lived Assets

We review the carrying amount of long-lived assets for impairment
  where events or changes in circumstances indicate that the carrying amount may
  not be recoverable. The determination of any impairment would include a comparison
  of estimated future cash flows anticipated to be generated during the remaining
  life of the assets to the net carrying value of the assets.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the Financial Account Standards Board issued
  Statement of Financial Accounting Standards No. 150, Accounting for Certain
  Financial Instruments with Accounting Standards no. 150, Accounting for
  Certain Financial Instruments with Characteristics of Both Liabilities and Equity
  (hereinafter SFAS No. 150). SFAS No. 150 establishes standards for
  classifying and measuring certain financial instruments with characteristics
  of both liabilities and equity and requires that those instruments be classified
  as liabilities in statements of financial position. Previously, many of those
  instruments were classified as equity. SFAS No. 150 is effective for financial
  instruments entered into or modified after May 31, 2003 and otherwise is effective
  at the beginning of the first interim period beginning after June 15, 2003.

We have not yet determined the impact of the adoption of the
  statement.

RISK FACTORS

We have a limited operating history, an accumulated deficit
  and may have continued losses for the foreseeable future with no assurance of
  profitability. As of March 31, 2004 we had an accumulated deficit of $2,949,743.
  We will need to generate significant revenues to achieve profitability, which
  may not occur. We expect operating expenses to increase as a result of the further
  implementation of our business plan. Even if we achieve profitability, we may
  be unable to sustain or increase profitability on a quarterly or annual basis
  in the future. It is possible that we will never achieve profitability.

As shown in the financial statements accompanying this Quarterly
  Report, we had a working capital deficit of approximately $1,300,000 as of March
  31, 2004.

Management has established plans designed to increase the
  sales of our products, and decrease debt. We plan on continuing to reduce expenses,
  and with small gains in any combination of network sales, direct sales, international
  sales, and warehouse sales, believe that we will eventually be able to reverse
  the present deficit. Management intends to seek additional capital from new
  equity securities offerings that will provide funds needed to increase liquidity,
  and fully implement our business plan. Management plans include negotiations
  to convert significant portions of existing debt into equity.

The timing and amount of capital requirements will depend
  on a number of factors, including demand for products and services and the availability
  of opportunities for international expansion through affiliations and other
  business relationships.

We are dependent on our IBAs for our product marketing
  efforts. Our success and growth depend upon our ability to attract, retain
  and motivate our network of IBAs who market our products. IBAs are independent
  contractors who purchase products directly from us for resale and their own
  use. IBAs typically offer and sell our products on a part-time basis and may
  engage in other business activities, possibly including the sale of products
  offered by our competitors. Typically, we have non-exclusive arrangements with
  our IBAs which may be canceled on short notice and contain no minimum purchase
  requirements. While we encourage IBAs to focus on the purchase and sale of our
  products, they may give higher priority to other products, reducing their

8

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efforts devoted to marketing our products. Also, our ability
  to attract and retain IBAs could be negatively affected by adverse publicity
  relating to us, our products or our operations. In addition, as a result of
  our network marketing program, the down-line organizations headed by a relatively
  small number of key IBAs are responsible for a significant percentage of total
  sales.

The loss of a significant number of IBAs, including any key
  IBA, for any reason, could adversely affect our sales and operating results,
  and could impair our ability to attract new IBAs. There is no assurance that
  our network marketing program will continue to be successful or that we will
  be able to retain or expand our current network of IBAs.

Government regulation by the Food and Drug Administration
  and other federal and state entities of our products can impact our ability
  to market products. We market products that fall under two types of Food
  and Drug Administration regulations: dietary supplements and personal care products.
  In general, a dietary supplement:

        is a product
  (other than tobacco) that is intended to supplement the diet that bears or contains
  one or more of the following dietary ingredients: a vitamin, a mineral, a herb
  or other botanical, an amino acid, a dietary substance for use by man to supplement
  the diet by increasing the total daily intake, or a concentrate, metabolite,
  constituent, extract, or combinations of these ingredients.









Personal care products are intended to be applied to the human
  body for cleansing, beautifying, promoting attractiveness, or altering the appearance
  without affecting the bodys structure or functions. Included in this definition
  are products such as skin creams, lotions, perfumes, lipsticks, fingernail polishes,
  eye and facial make-up preparations, shampoos, permanent waves, hair colors,
  toothpastes, deodorants, and any material intended for use as a component of
  a cosmetic product. The Food & Drug Administration has a limited ability
  to regulate personal care products.

Dietary supplements must follow labeling guidelines outlined
  by the FDA. Neither dietary supplements nor personal care products require FDA
  or other government approval or notification to market in the United States.

Under the Dietary Supplement Health and Education Act of 1994,
  companies that manufacture and distribute dietary supplements are limited in
  the statements that they are permitted to make about nutritional support on
  the product label without FDA approval. In addition, a manufacturer of a dietary
  supplement must have substantiation for any such statement made and must not
  claim to diagnose, mitigate, treat, cure or prevent a specific disease or class
  of disease. The product label must also contain a prominent disclaimer. These
  restrictions may restrict our flexibility in marketing our product.

We believe that all of our existing and proposed products
  are dietary supplements or personal care products that do not require governmental
  approvals to market in the United States. Our key products are classified as
  follows:

**Dietary Supplements**

         Calorad

        Agrisept-L

        Oxy-Up

        Triomin

9

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        Noni
  Plus

        Iso-Greens

        Definition
  (drops)

        Essential
  Omega

Personal Care Products

        Definition
  (cream)

The processing, formulation, packaging, labeling and advertising
  of such products, however, are subject to regulation by one or more federal
  agencies, including the FDA, the Federal Trade Commission, the Consumer Products
  Safety Commission, the Department of Agriculture and the Environmental Protection
  Agency. Our activities also are subject to regulation by various agencies of
  the states and localities in which our products are sold. Among other things,
  such regulation puts a burden on our ability to bring products to market. Any
  changes in the current regulatory environment could impose requirements that
  would make bringing new products to market more expensive or restrict the ways
  we can market our products.

No governmental agency or other third party makes a determination
  as to whether our products qualify as dietary supplements, personal care products
  or neither. We make this determination based on the ingredients contained in
  the products and the claims we make for the products.

If the Federal Trade Commission or certain states object
  to our product claims and advertising we may be forced to give refunds, pay
  damages, stop marketing certain products or change our business methods. The
  Federal Trade Commission and certain states regulate advertising, product claims,
  and other consumer matters, including advertising of our products. In the
  past several years the Federal Trade Commission has instituted enforcement actions
  against several dietary supplement companies for false or deceptive advertising
  of certain products. We provide no assurance that:

        the Federal
  Trade Commission will not question our past or future advertising or other operations;
  or

        a state will
  not interpret product claims presumptively valid under federal law as illegal
  under that states regulations.

Also, our IBAs and their customers may file actions on their
  own behalf, as a class or otherwise, and may file complaints with the Federal
  Trade Commission or state or local consumer affairs offices. These agencies
  may take action on their own initiative or on a referral from IBAs, consumers
  or others. If taken, such actions may result in:

        entries of
  consent decrees;

        refunds of
  amounts paid by the complaining IBA or consumer;

        refunds to
  an entire class of IBAs or customers;

        other damages;
  and

        changes in
  our method of doing business.

A complaint based on the activities of one IBA, whether
  or not such activities were authorized by us, could result in an order affecting
  some or all IBAs in a particular state, and an order in one state could influence
  courts or government agencies in other states. Proceedings resulting from
  these complaints

10

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may result in significant defense costs, settlement payments
  or judgments and could have a material adverse effect on us.

If our network marketing program is shown to violate federal
  or state regulations, we may be unable to market our products. Our network marketing
  program is subject to a number of federal and state laws and regulations administered
  by the Federal Trade Commission and various state agencies. These laws and regulations
  include securities, franchise investment, business opportunity and criminal
  laws prohibiting the use of pyramid or endless chain
  types of selling organizations. These regulations are generally directed at
  ensuring that product sales are ultimately made to consumers (as opposed to
  other IBAs) and that advancement within the network marketing program is based
  on sales of products, rather than investment in the company or other non-retail
  sales related criteria.

The compensation structure of a network marketing organization
  is very complex. Compliance with all of the applicable regulations and laws
  is uncertain because of:

        the evolving
  interpretations of existing laws and regulations, and

        the enactment
  of new laws and regulations pertaining in general to network marketing organizations
  and product distribution.

We have not obtained any no-action letters or advance rulings
  from any federal or state securities regulator or other governmental agency
  concerning the legality of our operations. Also, we are not relying on a formal
  opinion of counsel to such effect. Accordingly there is the risk that our network
  marketing system could be found to be in noncompliance with applicable laws
  and regulations, which could have a material adverse effect on us. Such a decision
  could require modification of our network marketing program, result in negative
  publicity, or have a negative effect on IBA morale and loyalty. In addition,
  our network marketing system will be subject to regulations in foreign markets
  administered by foreign agencies should we expand our network marketing organization
  into such markets.

The legality of our network marketing program is subject
  to challenge by our IBAs. We are subject to the risk of challenges to the
  legality of our network marketing organization by our IBAs, both individually
  and as a class. Generally, such challenges would be based on claims that our
  network marketing program was operated as an illegal pyramid scheme
  in violation of federal securities laws, state unfair practice and fraud laws
  and the Racketeer Influenced and Corrupt Organizations Act. An illegal pyramid
  scheme is generally a marketing scheme that promotes inventory loading
  and does not encourage retail sales of the products and services to ultimate
  consumers. Inventory loading occurs when distributors purchase large quantities
  of non-returnable inventory to obtain the full amount of compensation available
  under the network marketing program. In the event of challenges to the legality
  of our network marketing organization by our IBAs, there is no assurance that
  we will be able to demonstrate that:

        our network
  marketing policies were enforced, and

        the network
  marketing program and IBAs compensation thereunder serve as safeguards
  to deter inventory loading and encourage retail sales to the ultimate consumers.

Proceedings resulting from these claims could result in
  significant defense costs, settlement payments or judgments, and could have
  a material adverse effect on us. One of our competitors, Nutrition for Life
  International, Inc., a multi-level seller of personal care and nutritional supplements,
  announced in 1999 that it had settled class action litigation brought by distributors
  alleging fraud in connection with the operation of a pyramid scheme. Nutrition
  for Life International agreed to pay in excess of $3 million to settle claims
  brought on behalf of its distributors and certain purchasers of its stock.

We believe that our marketing program is significantly different
  from the program allegedly promoted by Nutrition for Life International and
  that our marketing program is not in violation of anti-pyramid laws or regulations.
  However, there can be no assurance that claims similar to the claims brought
  against Nutrition for Life International and other multi-level marketing organizations
  will not be made against us, or that we would prevail in the event any such
  claims were made. Furthermore, even if we were successful in defending against
  any such claims, the costs of conducting such a defense, both in dollars spent
  and in management time, could

11

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be material and adversely affect our operating results and
  financial condition. In addition, the negative publicity of such a suit could
  adversely affect our sales and ability to attract and retain IBAs.

A large portion of our sales is attributable to Calorad.
  A significant portion of our net sales is expected to be dependent upon our
  Calorad product. Calorad has traditionally represented more than 90% of our
  net sales and, although we hope to expand and diversify our product offerings,
  Calorad is expected to provide a large portion of our net sales in the foreseeable
  future. If Calorad loses market share or loses favor in the marketplace, our
  financial results will suffer.

Our products are subject to obsolescence. The introduction
  by us or our competitors of new dietary supplement or personal care products
  offering increased functionality or enhanced results may render our existing
  products obsolete and unmarketable. Therefore, our ability to successfully introduce
  new products into the market on a timely basis and achieve acceptable levels
  of sales has and will continue to be a significant factor in our ability to
  grow and remain competitive and profitable. In addition, the nature and mix
  of our products are important factors in attracting and maintaining our network
  of IBAs, which consequently affects demand for our products. Although we seek
  to introduce additional products, the success of new products is subject to
  a number of conditions, including customer acceptance. There can be no assurance
  that:

        our efforts
  to develop innovative new products will be successful,

        customers
  will accept new products, or

        that we will
  obtain required regulatory approvals of such new products.

In addition, no assurance can be given that new products currently
  experiencing strong popularity will maintain their sales over time. In the event
  we are unable to successfully increase the product mix and maintain competitive
  product replacements or enhancements in a timely manner in response to the introduction
  of new products, competitive or otherwise, our sales and earnings will be materially
  and adversely affected.

We have no manufacturing capabilities and we are dependent
  upon Nutri-Diem, Inc. and other companies to manufacture our products. We
  have no manufacturing facilities and have no present intention to manufacture
  any of our dietary supplement and personal care products. We are dependent upon
  relationships with independent manufacturers to fulfill our product needs. Nutri-Diem,
  Inc., a related party, manufactures and supplies more than 70% of our products.
  We have contracts with Nutri-Diem that require us to purchase set amounts of
  its manufactured products for at least the next five years and possibly the
  next ten years. It is possible that these contracts with Nutri-Diem, Inc. could
  become unfavorable, and we may not be able to use other manufacturers to provide
  us with these services if our terms with Nutri-Diem, Inc. become unfavorable.
  In addition, we must be able to obtain our dietary supplement and personal care
  products at a cost that permits us to charge a price acceptable to the customer,
  while also accommodating distribution costs and third party sales compensation.
  Competitors who do own their own manufacturing may have an advantage over us
  with respect to pricing, availability of product and in other areas through
  their control of the manufacturing process.

We may not be able to deliver various products to our customers
  if third party providers fail to provide necessary ingredients to us. We are
  dependent on various third parties for various ingredients for our products.
  Some of the third parties that provide ingredients to us have a limited operating
  history and are themselves dependent on reliable delivery of products from others.
  As a result, our ability to deliver various products to our users may be adversely
  affected by the failure of these third parties to provide reliable various ingredients
  for our products.

We are materially dependent upon our key personnel and
  the loss of such key personnel could result in delays in the implementation
  of our business plan or business failure. We depend upon the continued involvement
  of Jay Sargeant, our President, Chief Executive Officer and Director, and Dori
  ONeill, our Executive Vice President, Chief Operations Officer, Secretary,
  Treasurer and Director. As we are a developing company, the further implementation
  of our business plan is dependent on the entrepreneurial skills and direction
  of management. Mr. Sargeant, Mr. ONeill guide and direct our activity
  and vision. This direction requires an awareness of the market, the competition,
  current and future markets and technologies that would

12

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allow us to continue our operations. The loss or lack of availability
  of these individuals could materially adversely affect our business and operations.
  We do not carry key person life insurance for these officers and
  directors, and we would be adversely affected by the loss of these three key
  employees.

We face substantial competition in the dietary supplement
  and personal care industry, including products that compete directly with Calorad.
  The dietary supplement and personal care industry is highly competitive. It
  is relatively easy for new companies to enter the industry due to the availability
  of numerous contract manufacturers, a ready availability of natural ingredients
  and a relatively relaxed regulatory environment. Numerous companies compete
  with us in the development, manufacture and marketing of supplements as their
  sole or principal business. Generally, these companies are well funded and sophisticated
  in their marketing approaches.

Depending on the product category, our competition varies.
  Calorad competes directly with Body Solutions, a product with different ingredients
  but a similar concept. Additionally, Calorad competes indirectly with food plans
  such as Weight Watchers and meal replacement products such as Slim Fast. Our
  Noni Plus product competes with Morinda and others. Our other products have
  similar well-funded and sophisticated competitors. Increased competitive activity
  from such companies could make it more difficult for us to increase or keep
  market share, since such companies have greater financial and other resources
  available to them and possess far more extensive manufacturing, distribution
  and marketing capabilities.

We may be subject to products liability claims and may
  not have adequate insurance to cover such claims. As with other retailers, distributors
  and manufacturers of products that are designed to be ingested, we face an inherent
  risk of exposure to product liability claims in the event that the use of our
  products results in injury. With respect to product liability claims, we
  have coverage of $5,000,000 per occurrence and $5,000,000 in the aggregate.
  Because our policies are purchased on a year to year basis, industry conditions
  or our own claims experience could make it difficult for us to secure the necessary
  insurance at a reasonable cost. In addition, we may not be able to secure insurance
  that will be adequate to cover liabilities. We generally do not obtain contractual
  indemnification from parties supplying raw materials or marketing our products.
  In any event, any such indemnification is limited by its terms and, as a practical
  matter, to the creditworthiness of the other party. In the event that we do
  not have adequate insurance or contractual indemnification, liabilities relating
  to defective products could require us to pay the injured parties damages
  which are significant compared to our net worth or revenues.

We may be adversely affected by unfavorable publicity relating
  to our product or similar products manufactured by our competitors.We believe
  that the dietary supplement products market is affected by national media attention
  regarding the consumption of these products. Future scientific research or publicity
  may be unfavorable to the dietary supplement products market generally or to
  any particular product and may be inconsistent with earlier favorable research
  or publicity. Adverse publicity associated with illness or other adverse effects
  resulting from the consumption of products distributed by other companies, which
  are similar to our products, could reduce consumer demand for our products and
  consequently our revenues. This may occur even if the publicity did not relate
  to our products. Adverse publicity directly concerning our products could be
  expected to have an immediate negative effect on the market for that product.

Because we have few proprietary rights, others can provide
  products and services substantially equivalent to ours. We hold no patents.
  We believe that most of the technology used by us in the design and implementation
  of our products may be known and available to others. Consequently, others may
  be able to formulate products equivalent to ours. We rely on confidentiality
  agreements and trade secret laws to protect our confidential information. In
  addition, we restrict access to confidential information on a need to
  know basis. However, there can be no assurance that we will be able to
  maintain the confidentiality of our proprietary information. If our pending
  trademark or other proprietary rights are violated, or if a third party claims
  that we violate its trademark or other proprietary rights, we may be required
  to engage in litigation. Proprietary rights litigation tends to be costly and
  time consuming. Bringing or defending claims related to our proprietary rights
  may require us to redirect our human and monetary resources to address those
  claims.

Our common stock is penny stock, with the result
  that trading of our common stock in any secondary market may be impeded.
  The SEC has adopted rules that regulate broker-dealer practices in connection
  with transactions in penny stocks. Penny stocks are generally equity securities
  with a price of less

13

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than $5.00, other than securities registered on certain national
  securities exchanges or quoted on the Nasdaq system, provided that current price
  and volume information with respect to transactions in such securities is provided
  by the exchange or system. The penny stock rules require a broker-dealer, prior
  to a transaction in a penny stock, to deliver a standardized risk disclosure
  document prepared by the Commission, that: (a) contains a description of the
  nature and level of risk in the market for penny stocks in both public offerings
  and secondary trading; (b) contains a description of the broker's or dealer's
  duties to the customer and of the rights and remedies available to the customer
  with respect to a violation to such duties or other requirements of Securities'
  laws; (c) contains a brief, clear, narrative description of a dealer market,
  including bid and ask prices for penny stocks and the significance of the spread
  between the bid and ask price; (d) contains a toll-free telephone number for
  inquiries on disciplinary actions; (e) defines significant terms in the disclosure
  document or in the conduct of trading in penny stocks; and (f) contains such
  other information and is in such form, including language, type, size and format,
  as the SEC may require by rule or regulation. The broker-dealer also must provide,
  prior to effecting any transaction in a penny stock, the customer with: (a)
  bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer
  and its salesperson in the transaction; (c) the number of shares to which such
  bid and ask prices apply, or other comparable information relating to the depth
  and liquidity of the market for such stock; and (d) a monthly account statements
  showing the market value of each penny stock held in the customer's account.
  In addition, the penny stock rules require that prior to a transaction in a
  penny stock not otherwise exempt from those rules; the broker-dealer must make
  a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written acknowledgment of the
  receipt of a risk disclosure statement, a written agreement to transactions
  involving penny stocks, and a signed and dated copy of a written suitability
  statement. These disclosure requirements may have the effect of reducing the
  trading activity in the secondary market for our stock as it is subject to these
  penny stock rules. Therefore, stockholders may have difficulty selling those
  securities.

ITEM 3.              CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of March 31, 2004, being the date of our fiscal period
  covered by this quarterly report. This evaluation was carried out under the
  supervision and with the participation of our Chief Executive Officer, Jay Sargeant
  and Chief Financial Officer, Rajesh Raniga. Based upon that evaluation, our
  Chief Executive Officer and Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the SECs
  rules and forms. Disclosure controls and procedures include, without limitation,
  controls and procedures designed to ensure that information required to be disclosed
  in our reports filed under the Exchange Act is accumulated and communicated
  to management, including our Chief Executive Officer and Chief Financial Officer,
  to allow timely decisions regarding required disclosure.

During our fiscal quarter ended March 31, 2004, there were
  no changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

14

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|(1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

15

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PART II - OTHER INFORMATION

ITEM 1.              LEGAL
  PROCEEDINGS

We are a party to the legal proceedings described in our Annual
  Report on Form 10-KSB, as filed with the Securities and Exchange Commission
  on April 14, 2004. We are not party to any new legal proceedings that have been
  commenced since the date of our Annual Report on Form 10-KSB.

ITEM 2.              CHANGES
  IN SECURITIES

During the three months ended March 31, 2004, we completed
  the sales of the following securities that were not registered pursuant to the
  Securities Act of 1933 (the “Securities Act”):

|1. | In January, 2004, we received subscriptions
        for the sale of 857,143 units at a price of $0.14 per unit for proceeds
        of $120,000 to two investors. Each unit was comprised of one share of
        our common stock and one share purchase warrant. Each share purchase warrant
        entitles the holder to purchase one share of our common stock at a price
        of $0.20 per share for the three year period following closing. A total
        of 857,143 shares and 857,143 share purchase warrants were issued. The
        purchasers consisted of two “accredited investors”, as defined
        by Rule 501 of Regulation D of the Securities Act. The sale was completed
        pursuant to Rule 506 of Regulation D of the Securities Act. All securities
        issued were endorsed with a restrictive legend confirming that the securities
        cannot be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Securities Act.                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | As of May 17, 2004, we completed the
        sale of 1,039,597units at a price of $0.21 per unit for proceeds of $218,315
        to twenty three investors during the previous three months. Each unit
        was comprised of one share of our common stock and one share purchase
        warrant. Each share purchase warrant entitles the holder to purchase one
        share of our common stock at a price of $0.30 per share for the three
        year period following closing. A total of 1,039,597 shares and 1,039,597share
        purchase warrants were issued. The purchasers consisted of twenty three
        “accredited investors”, as defined by Rule 501 of Regulation
        D of the Securities Act. The sale was completed pursuant to Rule 506 of
        Regulation D of the Securities Act. All securities issued were endorsed
        with a restrictive legend confirming that the securities cannot be resold
        without registration under the Securities Act or an applicable exemption
        from the registration requirements of the Securities Act.

ITEM 3.              DEFAULTS
  UPON SENIOR SECURITIES

None.

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

No matters were submitted to our security holders for a vote
  during the fiscal quarter ended March 31, 2004.

ITEM 5.              OTHER
  INFORMATION

None.

16

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ITEM 6.              EXHIBITS
  AND REPORTS ON FORM 8-K.

EXHIBITS

(a) Exhibits and Index of Exhibits

|ExhibitNumber | Description of Exhibit                                                                                                                                                                                                                                                                
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1           | Articles of Incorporation.(1)                                                                                                                                                                                                                                                         
|3.2           | Bylaws.(1)                                                                                                                                                                                                                                                                            
|10.1          | Transfer/Assignment, dated
        as of May 27, 2002, between Essentially Yours Industries, Inc., a Nevada
        corporation and Essentially Yours Industries, Corp., a Canadian Federal
        Company.(1)                                                                       
|10.2          | License of Intellectual
        Property, dated as of June 30, 2002, between Essentially Yours Industries,
        Inc., a Nevada corporation and Essentially Yours Industries, Corp., a
        Canadian Federal Company.(1)                                                         
|10.3          | Agency Appointment Agreement,
        dated as of June 30, 2002, between Essentially Yours Industries, Inc.,
        a Nevada corporation and Essentially Yours Industries, Corp., a Canadian
        Federal Company.(1)                                                             
|10.4          | Management Agreement, dated
        as of June 30, 2002, between Essentially Yours Industries, Inc., a Nevada
        corporation and Essentially Yours Industries, Corp., a Canadian Federal
        Company.(1)                                                                     
|10.5          | Distribution and License
        Agreement, dated as of June 30, 2002, between Essentially Yours Industries,
        Inc., a Nevada corporation and Nutri-Diem, Inc., a Canadian corporation
        incorporated pursuant to the laws of the Quebec Company Act.(1)                  
|10.6          | Declaration of Trust, dated
        as of May 27, 2002, between Jay Sargeant and twelve named trust beneficiaries.(1)                                                                                                                                                                 
|10.7          | Notice to Transfer Intellectual
        Property Rights, dated as of August 28, 2002 from Essentially Yours Industries,
        Inc., a Nevada corporation, to Essentially Yours Industries, Corp., a
        Canadian Federal Company, and its directors.(1)                         
|10.8          | Assignment/Transfer of
        Intellectual Property Rights, dated as of August 28, 2002, from Essentially
        Yours Industries, Inc., a Nevada corporation, to Essentially Yours Industries,
        Corp., a Canadian Federal Company.(1)                                       
|10.9          | Consulting Agreement, dated
        as of November 5, 2002, between Essentially Yours Industries, Inc., a
        Nevada corporation, and Flaming Gorge, Inc.(1)                                                                                                                      
|10.10         | Consulting Agreement, dated
        as of November 5, 2002, between Essentially Yours Industries, Inc., a
        Nevada corporation, and ONeill Enterprises, Inc.(1)                                                                                                                
|10.11         | Addendum to the Distribution
        and License Agreement dated as of November 7, 2002, between Essentially
        Yours Industries, Inc., a Nevada corporation and Nutri-Diem, Inc., a Canadian
        corporation incorporated pursuant to the laws of the Quebec Company Act.(1)
|10.12         | Form of Lock-up Agreement.(1)                                                                                                                                                                                                                                                         
|10.13         | Form of Subscription Documents.(1)                                                                                                                                                                                                                                                    
|10.14         | Form of IBA Application.(1)                                                                                                                                                                                                                                                           
|10.15         | Transfer/Assignment, dated
        as of May 27, 2002, between Essentially Yours Industries, Inc., a Nevada
        corporation and Essentially Yours Industries, Corp., a Canadian Federal
        Company.(1)                                                                       
|10.16         | Merger Agreement and Plan
        of Reorganization, dated as of June 30, 2002, between and among Burrard
        Capital, Inc., a Nevada corporation, Essentially Yours Industries, Inc.,
        a Nevada corporation, and Jay Sargeant.(1)                                         
|10.17         | Share Exchange Agreement,
        dated November 4, 2002, by and among Safe ID Corporation, a Nevada corporation,
        Essentially Yours Industries, Inc., a Nevada corporation, the undersigned
        directors of Safe ID, and Jay Sargeant.(2)                                
|10.18         | First Amendment to Trust
        Agreement dated December 23, 2003, between Jay Sargeant and twelve named
        trust beneficiaries, revising the terms of the Declaration of Trust dated
        as of May 27, 2002, between Jay Sargeant and twelve named trust beneficiaries.(4) 
|10.19         | Registration Rights Agreement,
        dated December 31, 2003, by and among Safe ID Corporation, A Nevada corporation,
        and certain shareholders of EYI Industries, Inc., A Nevada corporation.(2)                                                                            
|10.20         | Stock Compensation Program(3)                                                                                                                                                                                                                                                         
|10.21         | Consulting
        Agreement dated December 27, 2003 between Rajesh Raniga Inc. and Safe
        ID Corporation.                                                                                                                                                                      
|10.22         | Consulting
        Agreement dated January 1, 2004 between EYI Industries, Inc. and ONeill
        Enterprises Inc.                                                                                                                                                                  

17

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|10.23 | Consulting
        Agreement dated January 1, 2004 between EYI Industries, Inc. and Flaming
        Gorge, Inc.                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 | Addendum
        to the Distribution and License Agreement between Essentially Yours Industries,
        Inc. and Nutri-Diem Inc. dated April 30, 2004.          
|10.25 | Letter
        Agreement dated May 4, 2004 between Eye Wonder, Inc. and EYI Industries,
        Inc.                                                             
|14.1  | Code of Ethics(4)                                                                                                                                                
|21.1  | List of Subsidiaries(4)                                                                                                                                          
|31.1  | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                              
|31.2  | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                              
|32.1  | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2  | Certification
        of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

| | (1) | Filed as an exhibit to the registration statement
        on Form SB-2 of Essentially Yours Industries, Inc, filed with the SEC
        on November 12, 2002.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Filed as an exhibit to our Current Report on Form
        8-K, filed with the SEC on January 8, 2004.                                                        
| | (3) | Filed as an exhibit to our Registration Statement
        on Form S-8, filed with the SEC on March 30, 2004.                                                 
| | (4) | Filed as an exhibit to our annual report on Form
        10-KSB for the year ended December 31, 2003, filed with the SEC on April
        14, 2004.          

REPORTS ON FORM 8-K

We did not file any current reports on Form 8-K during the
  fiscal quarter ended March 31, 2004 and we have not filed any current reports
  on Form 8-K since March 31, 2004.

18

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.

EYI INDUSTRIES, INC.

|By: |                                     | 
|--- | ----------------------------------- | 
|    | /s/ Jay Sargeant                    | 
|    | Jay Sargeant                        | 
|    | President, Chief Executive Officer, | 
|    | and Director                        | 
|    | (Principal Executive Officer)       | 
|    | Date: May 24, 2004                  | 

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