---

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

FORM 10-QSB/AAmendment No. 2

**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 500           |                                  
|Las Vegas, Nevada                               | 89109                            
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer's telephone number, including area code: | (702) 296-8034                   

NOT APPLICABLE


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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Explanatory Note

This amended quarterly report on 10-QSB/A-2 dated December 15, 2004 is being
  filed to:

| | (i)   | correct a typographical
        error in respect of the registrant's anticipated working capital needs
        under the heading "Item 2. Management's Discussion and Analysis or Plan
        of Operation - Financing Requirements"; and                                                                                                                                                                                                                                                  
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)  | correct an arithmetic error
        in the number of shares and average price of shares sold in private placement
        transactions by the registrant during the three months ended March 31,
        2004 disclosed under the heading "Item 2. Management's Discussion and
        Analysis or Plan of Operation - Cash Provided by Financing Activities",
        and in the accompanying interim unaudited financial statements for the
        three months ended March 31, 2004; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | make the corresponding changes
        described in (ii) to the consolidated balance sheets and consolidated
        statement of stockholders' equity in the accompanying interim unaudited
        financial statements for the three months ended March 31, 2004.                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iv)  | include an agreement signed
        on January 1, 2004 with an independent contractor to provide services
        in exchange for 250,000 common shares. The effect of this transaction
        is an increase to the net loss by $70,000 for the period and an understatement
        of common shares by $70 and additional paid in capital by $69,930.                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v)   | Include an agreement signed
        on March 5, 2004 with an independent contractor to provide services in
        exchange for 100,000 common shares. The effect of this transaction is
        an increase to the net loss by $28,000 for the period and an understatement
        of common share by $28 and additional paid in capital by $27,972.                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vi)  | Correct a typographical
        error in the reporting of authorized shares on the Balance Sheet from
        537,278,000 shares to 300,000,000 shares.                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vii) | Allocate 176,534 shares
        of minority interest of Essentially Yours Industries, Inc. This transaction
        understated common shares outstanding by 176,534 shares and the value
        of the minority interest was overstated by $33,303. Additionally, it changed
        the allocation of losses to the minority interest by an increase in loss
        of $5,685 for the change in allocation and the appropriate ownership effects
        of the subsidiary.             

Other than the foregoing items and conforming changes related
  thereto, no part of the quarterly report on Form 10-QSB filed on May 24, 2004
  and subsequently on Form 10-QSB/A-1 filed on May 26, 2004 is being amended,
  and the filing of this amended quarterly report on Form 10-QSB/A-2 should not
  be understood to mean that any other statements contained therein are untrue
  or incomplete as of any date subsequent to May 26, 2004.

PART 1 - FINANCIAL INFORMATION

2

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

|                                                            |   | March 31, 2004 |   |   |                   |  
|----------------------------------------------------------- | - | -------------- | - | - | ----------------- | -
|                                                            |   | (Unaudited)    |   |   | December 31, 2003 |  
|                                                            |   | (Restated)     |   |   | (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              |   | 905,068        |   |   | 836,751           |  
|Accounts payable
      - related parties                    |   | 873,624        |   |   | 779,367           |  
|Customer deposits                                           |   | 74,226         |   |   | 6,250             |  
|TOTAL CURRENT LIABILITIES                                   |   | 2,075,231      |   |   | 1,882,345         |  
|                                                            |   |                |   |   |                   |  
|COMMITMENTS AND CONTINGENCIES                               |   | -              |   |   | -                 |  
|                                                            |   |                |   |   |                   |  
|MINORITY INTEREST IN SUBSIDIARY                             |   | 426,957        |   |   | 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; 300,000,000 shares    |   |                |   |   |                   |  
|authorized,
      150,173,659 and 148,180,670 shares issued |   |                |   |   |                   |  
|and
      outstanding, respectively                         |   | 150,174        |   |   | 148,181           |  
|Discount on common
      stock                              |   | (53,598        | ) |   | (53,598           | )
|Additional paid-in
      capital                            |   | 1,105,678      |   |   | 827,972           |  
|Stock warrants                                              |   | 199,229        |   |   | 128,385           |  
|Accumulated deficit                                         |   | (3,044,617     | ) |   | (2,622,410        | )
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        |   | (1,643,134     | ) |   | (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   |   |   |                |  
|----------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                |   | Ended          |   |   | Three Months   |  
|                                                |   | March 31, 2004 |   |   | Ended          |  
|                                                |   | (Unaudited)    |   |   | March 31, 2003 |  
|                                                |   | (Restated)     |   |   | (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                                 |   | 250,520        |   |   | 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                        |   | 1,103,878      |   |   | 1,406,298      |  
|                                                |   |                |   |   |                |  
|OPERATING LOSS                                  |   | (406,778       | ) |   | (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                           |   | (430,823       | ) |   | (520,241       | )
|                                                |   |                |   |   |                |  
|PROVISION FOR TAXES                             |   | -              |   |   | -              |  
|                                                |   |                |   |   |                |  
|NET LOSS BEFORE ALLOCATION TO MINORITY INTEREST |   | (430,823       | ) |   | (520,241       | )
|                                                |   |                |   |   |                |  
|ALLOCATION OF LOSS TO MINORITY INTEREST         |   | 8,616          |   |   | -              |  
|                                                |   |                |   |   |                |  
|NET LOSS                                        | $ | (422,207       | ) | $ | (520,241       | )
|                                                |   |                |   |   |                |  
|BASIC AND DILUTED                               |   |                |   |   |                |  
|NET LOSS PER COMMON
      SHARE                 | $ | nil            |   | $ | nil            |  
|                                                |   |                |   |   |                |  
|WEIGHTED AVERAGE NUMBER OF                      |   |                |   |   |                |  
|COMMON STOCK SHARES
      OUTSTANDING           |   | 149,845,868    |   |   | 118,045,603    |  

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

---

|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                    | 1,466,455    |  |   | 1,466      |  |   | 146,930   |  |   | -            |   |   | 70,844   |  |   | -          |  
|                                                           |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|Adjustment to subsidiaries stock held by minority interest | 176,534      |  |   | 177        |  |   | 33,126    |  |   | -            |   |   | -        |  |   | -          |  
|                                                           |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|Stock issued at $0.28 per share for consulting agreement   | 350,000      |  |   | 350        |  |   | 97,650    |  |   | -            |   |   | -        |  |   | -          |  
|                                                           |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|Net loss for fiscal year ended                             |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|                                                           |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|March 31, 2004                                             | -            |  |   | -          |  |   | -         |  |   | -            |   |   | -        |  |   | (422,207   | )
|                                                           |              |  |   |            |  |   |           |  |   |              |   |   |          |  |   |            |  
|Balance, March 31, 2004 (Unaudited) (Restated)             | 150,173,659  |  | $ | 150,174    |  | $ | 1,105,678 |  | $ | (53,598      | ) | $ | 199,229  |  | $ | (3,044,617 | )

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     |  
|                                                                   |   | (Unaudited)        |  
|                                                                   |   | (Restated)         |  
|                                                                   |   |                    |  
|CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES                 |   |                    |  
|Net loss                                                           | $ | (422,207           | )
|Loss allocated to minority interest                                |   | 8,616              |  
|                                                                   |   | (430,823           | )
|Adjustments to reconcile net loss                                  |   |                    |  
|to
      net cash used by operating activities:                    |   |                    |  
|Depreciation
      and amortization                                |   | 27,036             |  
|Stock
      issued for services                                    |   | 98,000             |  
|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 provided (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 |   | 219,242            |  
|Net cash provided by financing
      activities                    |   | 181,578            |  
|                                                                   |   |                    |  
|Net increase (decrease) in cash and cash equivalents               |   | (9,433             | )
|                                                                   |   |                    |  
|CASH - Beginning of Year                                           |   | 52,073             |  
|                                                                   |   |                    |  
|CASH - End of Period                                               | $ | 42,640             |  
|                                                                   |   |                    |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                |   |                    |  
|Interest expense paid                                              | $ | 21,480             |  
|Income taxes paid                                                  | $ | -                  |  
|                                                                   |   |                    |  
|NON-CASH INVESTING AND FINANCING TRANSACTIONS:                     |   |                    |  
|Common stock issued for services                                   | $ | 98,000             |  

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

---

|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 five wholly owned subsidiaries. The first
  subsidiary is Essentially Yours Industries, Inc. ("EYII"), incorporated on June
  21, 2002 in the state of Nevada. The secondary 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 third 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 one percent of Halo. The fourth
  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 fifth subsidiary is 642706 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

---

|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

On January 1, 2004, the Company entered into a agreement with
  a independent contractor to provide services in exchange for 250,000 common
  shares. (See Note 12)

On March 5, 2004, the Company entered into a agreement with
  a independent contractor to provide services in exchange for 100,000 common
  shares. (See Note 12)

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 609,312 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.

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

F-7

---

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

Corporation had not been properly determined and valued at
  the date of the change of control nor at December 31, 2003. A correction of
  an 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.

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 609,312 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 $70,844.

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

---

|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

---

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

NOTE 11 - SUBSEQUENT EVENT

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.

On April 1, 2004, the Company entered into a consulting agreement
  that granted the optionee 2,000,000 stock options and requires the payment of
  a consulting fee of $16,667 each month.

On April 6, 2004, an employee of the Company exercised 1,000,000
  options at $0.165 per share at the aggregate exercise price of $165,000. The
  options were paid by a combination of cash and a promissory note issued by the
  employee to the Company in the amount of $15,000.

On April 20, 2004, an officer of the Company exercised 3,200,000
  options at $0.165 per share at the aggregate exercise price of $528,000. The
  options were paid in the form of foregone debt owed to the officer by the Company.

On April 30, 2004, the Company issued 50,000 restricted shares
  at $0.22 per share in payment of consulting fees.

On May 4, 2004 the Company issued 5,476,190 common shares
  to Eyewonder, Inc. ("Eyewonder"), pursuant to the terms of the Letter Agreement
  dated May 4, 2004. Eyewonder Inc. also received 5,476,190 warrants exercisable
  at a price of $0.30 per share for a period of five years from the date of issuance.
  In addition, on execution of the agreement, the Company 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 May 28, 2004, the Company entered into a joint venture
  agreement with World Wide Buyers' Club Inc. ("WWBC") and Supra Group, Inc. ("SG")
  Pursuant to the terms of the joint venture agreement, the Company and SG agree
  to form WWBC, a Nevada corporation, owned 51% by the Company and 49% by SG.
  The purpose of the agreement is for the joint marketing and distribution of
  products of SG using the Company's existing distribution system in the United
  States. The term of the agreement is 10 years commencing May 6, 2004. As of
  the June 30, 2004, there has been no economic activity between the Company and
  SG.

F-10

---

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

On June 2, 2004, the Company entered into a loan agreement
  with Cornell Capital Partners, LP ("the Investor") in which the Company received
  $250,000 in funding in exchange for convertible securities guaranteed by the
  assets of the Company. The convertible debt instrument underlying this loan
  agreement will automatically convert into common stock by the second anniversary
  date of issuance. Failure to issue unrestricted, freely tradable common stock
  to the Investor upon conversion after the registration statement filed pursuant
  to this transaction has been declared effective would be considered an event
  of default, thereby entitling the Investor to accelerate full repayment of the
  convertible securities then outstanding. Under the agreement, the Company is
  required to keep available common stock duly authorized for issuance in satisfaction
  of the convertible.

On June 3, 2004, 300,000 options were exercised at $0.20 per
  share at the aggregate exercise price of $60,000. The options were paid in the
  form of forgone debt owed to the legal firm by the Company.

During the period ended June 30, 2004, the Company received
  $115,805 from the private placement sale of 566,833 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 $0.30 per share, respectively, for a period of two years.

During the period ended June 30, 2004, the Company issued
  1,300,000 shares of its common stock as an incentive.

During the period ending June 30, 2004, the Company's board
  of directors approved the Stock Compensation Program to allow up to 25,000,000
  shares of stock to be issued under the program. Subsequent to the board of directors
  approval, this plan was approved by the shareholders. This plan enables the
  Company to grant stock options to directors, officers, employees and eligible
  consultants of the Company

NOTE 12  CORRECTION OF AN ERROR

Subsequent to the issuance of the original financial statements
  for the period ended March 31, 2004, management discovered that certain accounting
  positions and information were not correct.

On January 1, 2004, the Company entered into an agreement
  with a independent contractor to provide services in exchange for 250,000 common
  shares. Management determined that this transaction had not been recorded and
  had the effect of understating the net loss by $70,000 for the period and understatement
  of common shares by $70 and additional paid in capital by $69,930.

F-11

---

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

On March 5, 2004, the Company entered into an agreement with
  an independent contractor to provide services in exchange for 100,000 common
  shares. Management determined that this transaction had not been recorded and
  had the effect of understating the net loss for the period by $28,000 and understatement
  of common stock by $28 and additional paid in capital by $27,972.

Management determined that 176,534 shares were no longer allocated
  to shares held by minority interest of Essentially Yours Industries, Inc. This
  transaction understated common shares outstanding by 176,534 shares and the
  value of the minority interest was overstated by $33,303. In addition, it changed
  the allocation of losses to the minority interest by an increase in loss of
  $3,127 for the change in allocation and the appropriate ownership effects of
  the subsidiary.

These corrections and restatements had the cumulative effect
  of increasing the net loss and accumulated deficit by $94,874, and losses per
  share by less than $0.01 for the three months ending March 31, 2004.

| |                                 | March 31, 2004 |  
| | ------------------------------- | -------------- | -
| |                                 | Orginally      |  
| | Financial Position:             | Reported       |  
| | Minority interest in subsidiary | 463,387        |  
| | Common stock                    | 149,647        |  
| | Additional paid in capital      | 974,902        |  
| | Accumulated deficit             | (2,949,743     | )
| |                                 |                |  
| | Results of Operations:          |                |  
| | Revenue                         | (1,529,195     | )
| | Expenses                        | 152,520        |  
| | Net Loss                        | (327,333       | )
| |                                 |                |  
| | Net Loss per Share              | nil            |  

F-12

---

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

---

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 pershare 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 there after 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

---

- 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.

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 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

---

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 $1,103,878 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 $422,207 from a net loss of $520,241 for the three months ended March 31,
  2003, representing a decrease of $98,034 or 19%. 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


6

---

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 $181,578, compared
  to $416,316 for the three months ended March 31, 2003.

Financing activities included the issuance of common stock for aggregate proceeds
  of $219,242 net of private placement costs and warrants, during the three months
  ended March 31, 2004 in private placement transactions. These private placement
  transactions included the issue of an aggregate of 1,466,455 shares of our common
  stock and associated share purchase warrants, representing an average price
  of $0.17 per share.

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 twenty 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.

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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 $3,044,617.
  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 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

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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.

- is intended for ingestion in pill, capsule, tablet, or liquid form.
- is not represented for use as a conventional food or as the sole item of a meal or diet.
- is labeled as a "dietary supplement."

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
- Noni Plus

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

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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 there under 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 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.

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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 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.

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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 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

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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:

|(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;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(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.                                                                                                                                          

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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. | On January 1, 2004, the Company entered into an
        agreement with a independent contractor to provide services in exchange
        for 250,000 common shares. Management determined that this transaction
        had not been recorded and had the effect of understating the net loss
        by $70,000 for the period and understatement of common shares by $70 and
        additional paid in capital by $69,930.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | 3. | On March 5, 2004, the Company entered into an agreement
        with an independent contractor to provide services in exchange for 100,000
        common shares. Management determined that this transaction had not been
        recorded and had the effect of understating the net loss for the period
        by $28,000 and understatement of common stock by $28 and additional paid
        in capital by $27,972.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 4. | 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.
|
| | 5. | An accounting correction was posted to allocate 176,534
        shares of minority interest of Essentially Yours Industries, Inc. This
        transaction understated common shares outstanding by 176,534 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

ITEM 3.          DEFAULTS
  UPON SENIOR SECURITIES

None.

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

16

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

ITEM 5.          OTHER
  INFORMATION

None.

17

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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.
        (5)                                                                                                                                                                           
|10.22         | Consulting Agreement dated
        January 1, 2004 between EYI Industries, Inc. and O'Neill Enterprises Inc.
        (5)                                                                                                                                                                       

18

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|10.23 | Consulting Agreement dated
        January 1, 2004 between EYI Industries, Inc. and Flaming Gorge, Inc. (5)                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 | Addendum to the Distribution
        and License Agreement between Essentially Yours Industries, Inc. and 
        Nutri-Diem Inc. dated April 30, 2004. (5)      
|10.25 | Letter Agreement dated May
        4, 2004 between Eye Wonder, Inc. and EYI Industries, Inc. (5)                                                                  
|10.26 | Consulting
        Services Agreement dated March 5, 2004 between EYI Industries, Inc. and
        EQUIS Capital Corp.                                            
|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.          
| | (5) | Filed as an exhibit to our quarterly report on Form 10-QSB for the period
      ended March 31, 2004, filed with the SEC on May 24, 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.

19

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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: October 7, 2004

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