UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
|X| Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

                  For the quarterly period ended March 31, 2006

       |_| Transition Report under Section 13 or 15(d) of the Exchange Act

             For the transition period from __________ 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)

           7865 Edmonds Street
           Burnaby, BC CANADA                               V3N 1B9
           ------------------                               -------
(Address of principal executive offices)                  (Zip Code)

       Issuer's telephone number:                       (604) 759-5031
                                                        --------------

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days:


                                                                  Yes |X| No |_|


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


                                                                  Yes |_| No |X|


State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable  date:  260,273,921  shares of common stock
issued  and  outstanding  as  of  May  15,  2006.  Transitional  Small  Business
Disclosure Format (check one):                                    Yes |_| No |X|


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form 10-QSB and Item 310(b) of  Regulation  S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of financial  position,  results of  operations,  cash flows,  and
stockholders' equity in conformity with accounting principles generally accepted
in the United States of America.  In the opinion of management,  all adjustments
considered  necessary for a fair  presentation  of the results of operations and
financial  position have been included and all such  adjustments are of a normal
recurring  nature.  Operating  results for the quarterly  period ended March 31,
2006 are not necessarily  indicative of the results that can be expected for the
year ending December 31, 2006.

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


                                        2
<PAGE>

EYI INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                March 31, 2006         December 31,
                                                                                 (Unaudited)               2005
                                                                                --------------         ------------
<S>                                                                             <C>                    <C>
ASSETS
   CURRENT ASSETS

       Cash                                                                     $    190,837           $     25,639
       Accounts receivable, net of allowance                                          94,119                 48,783
       Prepaid expenses                                                               18,485                 12,387
       Inventory                                                                     279,225                295,248
                                                                                ------------           ------------
                  TOTAL CURRENT ASSETS                                               582,666                382,057
                                                                                ------------           ------------
   OTHER ASSETS
               Property, plant and equipment, net                                     63,720                 49,671
               Deposits                                                               62,336                 67,603
                                                                                ------------           ------------
                  TOTAL OTHER ASSETS                                                 126,056                117,274
                                                                                ------------           ------------
   INTANGIBLE ASSETS                                                                  14,487                 15,044
                                                                                ------------           ------------
   TOTAL ASSETS                                                                 $    723,209           $    514,375
                                                                                ============           ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
   CURRENT LIABILITIES
               Accounts payable and accrued liabilities                         $  1,427,120           $  1,929,049
               Accounts payable - related parties                                    643,622                328,038
               Notes payable - related party                                          90,000                 90,000
                                                                                ------------           ------------
                  TOTAL CURRENT LIABILITIES                                        2,160,742              2,347,087
                                                                                ------------           ------------
               Net liabilities from discontinued operations                          375,344                375,344
   MINORITY INTEREST IN SUBSIDIARY                                                   244,636                262,057
                                                                                ------------           ------------
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; 1,000,000,000 shares
               authorized, 260,273,922 and 217,600,875 shares
               issued and outstanding, respectively                                  260,273                217,600
               Additional paid-in capital                                          7,397,617              6,155,518
               Stock options and warrants                                          2,702,734              2,698,984
               Subscription receivable                                              (195,000)              (195,000)
               Accumulated deficit                                               (12,223,137)           (11,347,215)
                                                                                ------------           ------------
                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (2,057,513)            (2,470,113)
                                                                                ------------           ------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
            (DEFICIT)                                                           $    723,209           $    514,375
                                                                                ============           ============
</TABLE>

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

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                                        Three Months Ended          Three  Months Ended
                                                          March 31, 2006               March 31, 2005
                                                            (Unaudited)                 (Unaudited)
                                                           -------------               -------------
<S>                                                        <C>                         <C>
REVENUE, NET OF RETURNS AND ALLOWANCES                     $   1,108,759               $   1,313,768
COST OF GOODS SOLD                                               287,952                     251,148
                                                           -------------               -------------
GROSS PROFIT BEFORE COMMISSION EXPENSE                           820,807                   1,062,620
COMMISSION EXPENSE                                               385,443                     471,605
                                                           -------------               -------------
GROSS PROFIT AFTER COST OF GOODS SOLD AND
  COMMISSION EXPENSE                                             435,364                     591,015
                                                           -------------               -------------
OPERATING EXPENSES
       Consulting fees                                           259,736                     237,962
       Legal and professional fees                                74,482                      69,125
       Customer service                                           40,416                      86,534
       Finance and administration                                499,973                     208,080
       Sales and marketing                                        78,624                       3,718
       Telecommunications                                         30,660                     119,162
       Wages and benefits                                        277,571                     406,627
       Warehouse expense                                          62,898                     105,900
                                                           -------------               -------------
           TOTAL OPERATING EXPENSES                            1,324,360                   1,237,108
                                                           -------------               -------------
LOSS FROM OPERATIONS                                            (888,996)                   (646,093)
                                                           -------------               -------------
OTHER INCOME (EXPENSES)
       Interest and other income                                  (8,565)                      3,149
       Interest expense                                             (450)                    (20,136)
       Foreign currency gain (discount)                            4,669                    (136,296)
                                                           -------------               -------------
           TOTAL OTHER INCOME (EXPENSES)                          (4,346)                   (153,283)
                                                           -------------               -------------
NET LOSS BEFORE TAXES                                           (893,342)                   (799,376)
PROVISION FOR INCOME TAXES                                            --                          --
                                                           -------------               -------------
NET LOSS BEFORE ALLOCATION TO MINORITY INTEREST                 (893,342)                   (799,376)
ALLOCATION OF LOSS TO MINORITY INTEREST                           17,420                      15,588
                                                           -------------               -------------
NET LOSS                                                   $    (875,922)              $    (783,788)
                                                           =============               =============
BASIC AND DILUTED
       NET LOSS  PER COMMON SHARE                          $         nil              $          nil
                                                           =============               =============
WEIGHTED AVERAGE NUMBER OF
       COMMON STOCK SHARES OUTSTANDING
       FOR BASIC AND DILUTED CALCULATION                     250,936,751                 164,653,292
                                                           =============               =============
</TABLE>

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

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                  Common Stock
                           -------------------------     Additional
                            Number of                      Paid-in      Subscription      Option/        Retained
                             Shares         Amount         Capital       Receivable      Warrants        Earnings          Total
                             ------         ------         -------       ----------      --------        --------          -----
<S>                        <C>           <C>             <C>            <C>            <C>             <C>             <C>
Balance December 31,
2004                       162,753,292   $    162,753   $  3,048,606    $   (15,000)   $  2,563,044    $ (7,085,205)   $ (1,325,802)

Stock issued at $0.06
per Share for
promissory  note  for
exercise of options          3,000,000          3,000        177,000       (180,000)             --              --              --

Vested stock options
issued for consulting
at an average price of
$0.07 per share                     --             --             --             --          35,250              --          35,250

Vested stock options
issued for employee
compensation at an
average price of $0.07
per share                           --             --             --             --         133,750              --         133,750

Stock issued to
employee for financing
guaranty & pledge
valued at $0.05 per
share                          800,000            800         39,200             --              --              --          40,000

Consultant-options
exercised                      250,000            250         14,750             --          (5,000)             --          10,000

Gladys Sargeant 506
Subscription Agreement       1,000,000          1,000          4,000             --          15,000              --          20,000

Vested stock option
issued for consulting
at an average price of
$0.03 per share                     --             --             --             --          62,250              --          62,250

Cancelled stock options
issued for compensation
and consulting at an
average price of $0.08
per option                          --             --        425,300             --        (425,300)             --              --

Cancelled stock options
issued for compensation
at $0.20                            --             --          2,400             --          (2,400)             --              --

Stock issued to TAIB
Bank to retire $75,000
of $300,000 debenture        2,027,027          2,027         72,973             --              --              --          75,000

Stock issued to TAIB
Bank to retire $170,000
of $300,000 debenture
plus interest of $10,830     4,487,096          4,487        176,343             --              --              --         180,830

Stock issued to TAIB
Bank to retire $5,000
debenture plus interest
of $14,245                     375,146            375         18,870             --              --              --          19,245

Stock issued to Agora
as part of contract            250,000            250         12,250             --              --              --          12,500

Stock issued to
Consultant as part of
contract                       500,000            500         34,500             --              --              --          35,000

Stock issued for
exercise of options at
$0.08 per share                100,000            100          7,900             --              --              --           8,000

Stock issued to Cornell
to retire  prom note        22,789,581         22,789      1,008,099             --              --              --       1,030,888

Vested stock options
issued for consulting
at an average price of
$0.20 per share                     --             --             --             --          33,500              --          33,500

Vested stock options
issued for employee and
management compensation
at an average price of
$0.20 per share                     --             --             --             --          27,840              --          27,840

Stock issued to Cornell
in exchange for
$700,000 pursuant to
SEDA                        19,268,733         19,269        680,731             --              --              --         700,000

Cancelled stock options
issued for compensation             --             --         10,500             --         (10,500)             --              --

Vested stock options
for consulting at an
average price of $0.20
per share                           --             --             --             --         271,550              --         271,550

Beneficial conversion
of convertible debt                 --             --        422,096             --              --              --         422,096

Net loss for period
ended December 31, 2005             --             --             --             --              --      (4,262,010)     (4,262,010)

Balance, December 31,
2005                       217,600,875   $    217,600   $  6,155,518    $  (195,000)   $  2,698,984     (11,347,215)   $ (2,470,113)

Vested stock options
issued for consulting
at an average price of
$0.20 per share                     --             --             --             --           3,750              --           3,750

Stock issued to Cornell
in exchange for
$1,084,565 pursuant to
the SEDA                    42,941,686         42,942      1,041,623             --              --              --       1,084,565

Shares returned to
treasury                      (268,639)          (269)           269             --              --              --              --

Beneficial conversion
of convertible debt                --              --        200,207             --              --              --         200,207

Net loss for period
ended March 31, 2006               --              --             --             --              --        (875,922)       (875,922)

Balance March 31, 2006
(Unaudited)               260,273,922    $    260,273   $  7,397,617    $   (195,000)  $  2,702,734    $(12,223,137)   $ (2,057,513)
</TABLE>


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


                                        5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                               March 31,              March 31,
                                                                                 2006                   2005
                                                                              (Unaudited)            (Unaudited)
                                                                              -----------            -----------
<S>                                                                           <C>                    <C>
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
         Net loss                                                             $  (875,922)           $  (783,788)
         Loss allocated to minority interest                                       17,420                 15,588
                                                                                 (893,342)              (799,376)

         Adjustments to reconcile net loss
                  to net cash used by operating activities:
                  Depreciation and amortization                                     4,648                 16,949
                  Stock and warrants issued for employee
                      compensation and consulting                                   3,750                169,000
                  Stock issued for deferred financing costs                            --                 40,000
                  Discount recognized on convertible debt                              --                 38,162
                  Beneficial conversion of convertible debt                       200,207                     --

                  Decrease (increase) in:
                           Related party receivables                                   --                  4,996
                           Accounts receivable                                    (45,336)               (16,634)
                           Prepaid expenses                                        (6,098)                33,123
                           Inventory                                               16,023                 44,570
                           Deposits                                                 5,266                 24,361
                 Increase (decrease) in:
                           Accounts payable and accrued
                           liabilities                                           (501,929)               180,138
                           Accounts payable - related parties                     315,584                101,327
                           Customer deposits                                           --                  6,165
                           Net cash used by operating activities                 (901,226)              (157,219)

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
         Decrease (increase) in restricted cash                                        --                   (122)
         Decrease (increase) in property, plant, and equipment                    (18,140)               (11,551)
         Net cash provided by investing activities                                (18,140)               (11,673)

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
         Net change in bank indebtedness                                               --                (58,676)
         Proceeds from Cornell SEDA                                             1,084,565                     --
         Proceeds from Cornell Promissory Note                                         --                200,000
         Net cash provided by financing activities                              1,084,565                141,324

Net increase in cash and cash equivalents                                         165,198                (27,568)

CASH - Beginning of Year                                                           25,639                 33,018

CASH - End of Period                                                          $   190,837            $     5,450

SUPPLEMENTAL CASH FLOW DISCLOSURES:
         Interest  expense paid                                               $       450            $    20,136
         Income taxes paid                                                    $        --            $        --

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
         Beneficial conversion of convertible debt                            $   200,207            $        --
         Stock options vested for employee compensation
            and consulting                                                    $     3,750            $   169,000
         Stock issued for financing guaranty & pledge                         $        --            $    40,000
         Discount recognized on convertible debt                              $        --            $    38,162
</TABLE>


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


                                        6
<PAGE>

EYI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF BUSINESS

Essentially Yours Industries,  Inc. (hereinafter "EYI") 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 concerning EYI's  reorganization.  On
December 31, 2003, EYI entered into a share exchange agreement of its stock with
Safe ID Corporation  ("Safe ID"). This  transaction was accounted for as a share
exchange  and  recapitalization.  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  primarily  through  network
marketing  distributors,  which in turn sell the products to the end  customers.
The Company  also sells  product  directly and through  affiliates.  The Company
maintains its principal business office in Burnaby, British Columbia.  Effective
for the period  ended  December  31,  2003,  the  Company  elected to change its
year-end from June 30 to December 31.

The Company has six wholly  owned  subsidiaries.  The first  subsidiary  is Halo
Distribution LLC (hereinafter  "Halo"),  which was organized on January 15, 1999
in the State of Kentucky.  Halo was the  distribution  center for the  Company's
product,  in addition to other products,  until April 30, 2005 at which time the
Company made the decision to discontinue its  operations.  Halo was dissolved on
November 1, 2005. The second  subsidiary is RGM  International  Inc.,  which was
incorporated on July 3, 1997, in the State of Nevada.  RGM International Inc. is
a  dormant  investment  company  which  owns  one  percent  of Halo.  The  third
subsidiary is  Essentially  Yours  Industries  (Canada) Inc.  (hereinafter  "EYI
Canada"), which was incorporated on September 13, 2002 under the Canada Business
Corporations  Act. EYI Canada  markets health and wellness care products for use
in Canada.  The fourth  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,  customer  service and
marketing  services  to  the  consolidated   entity.  The  fifth  subsidiary  is
Essentially  Yours  Industries  (Hong  Kong)  Limited  ("EYI  HK").  EYI  HK was
organized  on August 23, 2005 in Hong Kong.  EYI HK markets  health and wellness
care  products  for  use in  Hong  Kong  and  China.  The  sixth  subsidiary  is
Essentially Yours Industries  (International) Limited ("EYI INTL"). EYI INTL was
organized  on December 6, 2005 to  facilitate  our  expansion  throughout  other
Southeast Asian countries.

In addition, the Company owns approximately 98% of Essentially Yours Industries,
Inc.  ("EYII"),  incorporated  on June 21,  2002 in the  State of  Nevada.  EYII
markets  health and wellness care products for use in USA. The Company also owns
51% of World Wide Buyers' Club Inc. ("WWBC"),  a Nevada  corporation,  which was
organized by a joint venture agreement effective May 6, 2004.


                                        7
<PAGE>

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,  2005.  In the
opinion  of  management,  all  required  adjustments  which  consist  of  normal
re-occurring accruals have been made to the financial statements.

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities,  disclosure of contingent assets
and  liabilities  known to exist as of the  date the  financial  statements  are
published,  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.  Uncertainties  with respect to such estimates and assumptions
are  inherent  in  the  preparation  of  the  Company's  financial   statements.
Accordingly,  it is possible  that the actual  results  could  differ from these
estimates  and  assumptions  that could have a material  effect on the  reported
amounts of the Company's financial position and results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of  significant  accounting  policies of EYI  Industries,  Inc., is
presented to assist in understanding  the Company's  financial  statements.  The
financial statements and notes are representations of the Company's  management,
which is  responsible  for their  integrity and  objectivity.  These  accounting
policies  conform to  accounting  principles  generally  accepted  in the United
States of America,  and have been consistently applied in the preparation of the
financial statements.

Inventory

The Company  records  inventories  at the lower of cost or market on a first-in,
first-out basis. Our product  inventory is reviewed each month and also when the
re-order of the product is  necessary.  On a monthly  basis,  our  inventory  is
reviewed based on the expiration of our existing  inventory.  Product that has a
shelf-life of less than 60 days is written off or discounted.

A re-order  review consists of an evaluation of our current monthly sales volume
of  the  product,   cost  of  product,   shelf-life  of  the  product,  and  the
manufacturers  minimum  purchase  requirement  which all  determine  the overall
potential  profitability or loss of re-ordering.  If the re-order of the product
has an assessed  loss,  then the  recommendation  to management is to remove the
product from the product line.

Revenue Recognition

The  Company  is in the  business  of  selling  nutritional  products  in  three
categories:  dietary supplements,  personal care products,  and water filtration
systems.  Sales of personal care products and water filtration systems represent
less than 5% of the overall revenue and therefore are not classified  separately
in the financial  statements.  The Company recognized revenue from product sales
when the products are shipped and title passes to the  customer.  Administrative
fees charged to the  Independent  Business  Associates are included in the gross
sales and  amounted to $39,990 and $41,096 for the three  months ended March 31,
2006 and March 31, 2005 respectively.


                                        8
<PAGE>

Stock Options and Warrants Granted to Employees and Non-Employees

Statement  of  Financial   Accounting   Standards  No.  123R,   "Accounting  for
Stock-Based  Compensation" ("SFAS No. 123R"),  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.

Going Concern

As shown in the  accompanying  financial  statements,  the Company had  negative
working capital of approximately  $1,578,000 and an accumulated deficit at March
31, 2006. The Company also has limited cash resources and a history of recurring
losses.  These factors 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.

NOTE 3 - ACCOUNTS RECEIVABLE AND CREDIT RISK

Accounts receivable at March 31, 2006 and December 31, 2005 consist primarily of
amounts due from direct retail clients of EYI.

NOTE 4 - PROPERTY AND EQUIPMENT

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


                                        9
<PAGE>

NOTE 5 - INTANGIBLE ASSETS

Intangible assets consist of rights, title, and interest in and to the contracts
with the Company's  independent business  associates,  as well as the rights and
licenses to trademarks  and formula for the Company's  primary  products.  These
rights and licenses were obtained from the Company's former parent,  pursuant to
a transfer agreement, as well as from the Company's primary shareholder.

Trademarks and Formulas

Costs relating to the purchase of trademarks and formulas were  capitalized  and
amortized  using the  straight-line  method  over ten  years,  representing  the
estimated life of the assets.

NOTE 6 - CAPITAL STOCK

Preferred Stock

The Company is authorized to issue  10,000,000  shares of preferred stock with a
par value of $0.001.  As of March 31, 2006 and December 31, 2005 the Company has
not issued any preferred stock.

Common Stock

The Company is authorized  to issue  1,000,000,000  shares of common stock.  All
shares have equal voting rights, are non-assessable and have one vote per share.
Voting rights are not cumulative and, therefore, the holders of more than 50% of
the common stock could,  if they choose to do so, elect all of the  directors of
the Company.

Between January 1, 2006 and March 31, 2006, the Company issued 42,941,686 shares
to Cornell Capital in exchange for $1,084,565.

On February 6, 2006 the Jay Sargeant  Trust was dissolved and the related shares
were  disbursed  to the  beneficiaries.  In  connection  with this  transaction,
268,639 common shares were returned to treasury at par value.

NOTE 7 - COMMON STOCK OPTIONS AND 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 stock options and warrants for the
period ended  December 31, 2005:  estimated  risk-free  interest  rate of 4%; no
dividends to be paid; estimated volatility of 144% and term of two years.

Stock Options

During the period ending  December 31, 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.  This plan  enables the Company to grant
stock options to directors,  officers, employees and eligible consultants of the
Company. There was no Company stock option plan in effect prior to 2004.


                                       10
<PAGE>

During the period ended March 31,  2006,  the Company  recognized  an expense to
consulting of $3,750 for all vested options.

Following  is a summary  of the  status of the stock  options  during  the three
months:

                                                                      Weighted
                                                                      Average
                                                      Number of       Exercise
                                                       Shares          Price
                                                      ----------     ----------
Outstanding at December 31, 2005                      16,252,390     $     0.14
Granted                                                       --             --
Exercised                                                     --             --
Forfeited                                                     --             --
                                                      ----------     ----------
Options outstanding at March 31, 2006                 16,252,390     $     0.14
                                                      ==========     ==========
Options exercisable at March 31, 2006                 15,862,390     $     0.15
                                                      ==========     ==========
Weighted average fair value of options granted                       $       --
                                                                     ==========

Summarized information about stock options outstanding and exercisable at March
31, 2006 is as follows:

<TABLE>
<CAPTION>

                                            Options Outstanding
                                            -----------------------------------------------------------------
              Exercise                                           Weighted Ave.          Weighted Ave.
              Price                         Number               Remaining              Exercise
              Range                         of Shares            Life                   Price
              ----------------------------- -------------------- ---------------------- ---------------------
              <S>                           <C>                  <C>                    <C>
              $0.02 - $0.26                 16,252,390           0.61                   $           0.14


                                            Options Exercisable
                                            ------------------------------------------- ---------------------
              Exercise                                           Weighted Ave.          Weighted Ave.
              Price                         Number               Remaining              Exercise
              Range                         of Shares            Life                   Price
              ----------------------------- -------------------- ---------------------- ---------------------
              $0.03 - $0.26                      15,862,390      0.59                   $           0.15
</TABLE>


Summarized  information about unvested but granted stock options  outstanding at
December 31, 2005 is as follows:

<TABLE>
<CAPTION>

                                            Unvested Granted Options Outstanding
                                            -----------------------------------------------------------------
              Exercise                                           Weighted Ave.          Weighted Ave.
              Price                         Number               Remaining              Exercise
              Range                         of Shares            Life                   Price
              ----------------------------- -------------------- ---------------------- ---------------------
              <S>                           <C>                  <C>                    <C>
              $0.02 - $0.10                 390,000              1.35                   $           0.07
</TABLE>


<TABLE>

                                 Number of             Weighted Average             Average Exercise Price
                                 Warrants              Remaining Life
                                 ------------------    --------------------------   -----------------------
       <S>                       <C>                   <C>                          <C>
       Outstanding and
          exercisable            11,516,621            3.50                         $0.21
</TABLE>


                                       11
<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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 87% of the Company's sales volume results from products  supplied
under this licensing agreement.

Pursuant to the agreement,  the Company is required to purchase a minimum amount
of $6,035,000 of product in each of the remaining years.

In  the  event  that  the  Company  is  unable  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 purchase requirements have not
been made.  The period for which the  Licensor  could  request  payment  per the
penalty  clause  has  expired  for the year and  therefore  we have not made any
accrual to the Financial Statements. As well, we continue to purchase Nutri Diem
products.

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 Amount
-----------------------                --------------
2006                                   $218,469
2007                                   163,285
2008                                   141,841
2009                                   147,013
2010 and thereafter                    309,544

Regulatory Risks and Claims

The  Company's  products  are subject to  regulation  by a number of federal and
state  entities,  as well as those of foreign  countries in which the  Company's
products are sold. These regulatory  entities may prohibit or restrict the sale,
distribution,  or  advertising  of the Company's  products for legal,  health or
safety related reasons.  In addition to the potential risk of adverse regulatory
actions,  the  Company  is subject to the risk of  potential  product  liability
claims.

Standby Equity Distribution Agreement

On May 13, 2005 the Company entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners,  LP ("Cornell") pursuant to which we entered into
the following agreements:  a Registration Rights Agreement, an Escrow Agreement,
and a Placement Agent Agreement. Pursuant to the terms of the new Standby Equity
Distribution Agreement,  we may, at our discretion,  periodically issue and sell
shares of our common  stock for a total  purchase  price of $10  million.  If we
request advances under the Standby Equity Distribution  Agreement,  Cornell will
purchase  shares of our  common  stock  for 98% of the  lowest  volume  weighted
average price on the  Over-the-Counter  Bulletin Board or other principal market
on which our common  stock is traded for the 5 days  immediately  following  the
advance  notice  date.  Cornell  will  retain 5% of each  advance  under the new
Standby Equity Distribution  Agreement. We may not request advances in excess of
a total  of $10  million.  Pursuant  to the  terms  of our  Registration  Rights
Agreement and the Standby Equity  Agreement with Cornell,  we agreed to register
and qualify,  among other things, the additional shares due to Cornell under the
Standby Equity Agreement under a registration statement filed with the SEC.


                                       12
<PAGE>

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  - DISCONTINUED OPERATIONS

During the period ended  December 31, 2005,  the Company  elected to discontinue
the operations of Halo  Distribution LLC (hereinafter  "Halo"),  a subsidiary of
the  Company.   The  Company's   balance  sheet  reports  net  liabilities  from
discontinued operations of $375,344 as at March 31, 2006 and December 31, 2005.

In June 2002,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards,  No. 146, "Accounting for Costs Associated with
Exit or  Disposal  Activities"  (hereinafter  "SFAS  No.  146").  SFAS  No.  146
addresses  significant  issues  regarding  the  recognition,   measurement,  and
reporting  of costs  associated  with exit and  disposal  activities,  including
restructuring  activities.  SFAS No. 146 also  addresses  recognition of certain
costs related to  terminating a contract that is not a capital  lease,  costs to
consolidate facilities or relocate employees,  and termination benefits provided
to employees  that are  involuntarily  terminated  under the terms of a one-time
benefit  arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract. SFAS No. 146 was issued in June 2002, effective
December 31, 2002.  The Company's  financial  position and results of operations
have not been affected by adopting SFAS No. 146.

NOTE 10 - RELATED PARTY NOTE PAYABLE

The Company issued two promissory notes for a total of $90,000 in December 2003.
The notes are unsecured, non-interest bearing and are payable upon demand.


                                       13
<PAGE>

NOTE 11 - CONCENTRATIONS

Bank Accounts

The Company maintains its cash accounts in one commercial bank. During the year,
the Company may maintain  balances in excess of the federally insured amounts in
the  accounts  that are  maintained  in the  United  States.  The  Company  also
maintains funds in commercial  banks in Vancouver,  British  Columbia,  in which
funds in U.S.  dollars  are not  insured or in Hong Kong where none of the funds
are  insured.  At March 31, 2006 and  December  31, 2005, a total of $59,016 and
$56,088 respectively, was not insured.

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 8.)

NOTE 12 - RELATED PARTY TRANSACTIONS

On  May  27,  2002,  Mr.  Jay  Sargeant,  a  shareholder  of  Essentially  Yours
Industries,  Corp.  ("EYI  Corp.")  agreed to  acquire  all of the shares of the
Essentially Yours Industries,  Inc. ("EYII"), along with the transfer agreement,
license agreement,  and agency appointment  agreement,  in settlement of amounts
owed to him. As part of this  transaction,  EYI Corp.  agreed to provide to EYII
the services outlined in a management agreement.  The Company acquired,  through
agreements with Essentially  Yours Industries,  Corp. ("EYI Corp"),  the rights,
title,  and  interest in and to the  contracts  with the  Company's  Independent
Business Associates as well as the rights and licenses to trademarks and formula
for the Company's primary products.

Accounts payable to related parties  represents amounts due to the President and
Chief  Executive  Officer  and to the  Chief  Operations  Officer  for  services
preformed  during the last year,  as well as to other  related  parties  and the
company with which they have a signed management  agreement.  These payables are
non-interest bearing and non-collateralized.

The Company  purchases  approximately  90% of its  products  for resale from one
company, Nutri-Diem Inc., which is owned in part by a director of the Company.


                                       14
<PAGE>

NOTE 13 - SUBSEQUENT EVENTS

On  April 3,  2006 we  signed  a  Termination  Agreement  with  Cornell  Capital
Partners,  L.P for the purpose of terminating  our Standby  Equity  Distribution
Agreement,  Registration  Rights Agreement and Escrow Agreement all of which are
dated as of May 13, 2005.

On April 24, 2006 the Company entered into a Securities  Purchase Agreement with
the  Cornell,  TAIB Bank,  and Certain  Wealth  (collectively  the  "Buyers" and
together with the Company,  the "Parties").  Pursuant to the Securities Purchase
Agreement,  the Company shall sell to the Buyers,  and the Buyers shall purchase
from the Company,  convertible  debentures in the aggregate  principal amount of
Four Million Five Hundred Thousand Dollars ($4,500,000),  plus accrued interest,
which are  convertible  into shares of the  Company's  common  stock,  par value
$0.001 per, at the Buyers discretion.  Of this aggregate amount, (a) One Million
Five Hundred Thousand Dollars ($1,500,000) was funded on April 28, 2006, (b) One
Million  Five  Hundred  Thousand  Dollars  ($1,500,000)  shall be funded two (2)
business  days  prior  to  the  date  a  registration  statement  ("Registration
Statement") is filed with the U.S.  Securities and Exchange  Commission  ("SEC")
and (c) One Million Five Hundred Thousand Dollars  ($1,500,000)  shall be funded
two (2)  business  days prior to the date that such  Registration  Statement  is
declared  effective by the SEC. The Debentures  mature on April 24, 2009, accrue
interest at an annual rate of ten percent  (10%) and shall be  convertible  into
shares of the Company's common stock at the option of the holder, in whole or in
part at any time and from time to time, at a conversion price equal to (a) $0.06
or (b) eighty percent (80%) of the lowest Volume  Weighted  Average Price of the
Company's  common stock during the five (5) trading days  immediately  preceding
the date of conversion  as quoted by Bloomberg,  LP.

The Company also executed a registration  rights agreement pursuant to which the
Company agreed to provide  certain  registration  rights to the  Investors.  The
Parties have also executed a Security  Agreement,  pursuant to which the Company
has agreed to provide to the Buyers, a security  interest in Pledged  Collateral
to secure  the  Company's  obligations  under  the  Debentures,  the  Securities
Purchase Agreement,  the Investor Registration Rights Agreement, the Irrevocable
Transfer Agent Instructions, the Security Agreement, or any other obligations of
the Company to the Buyer.

On April 24, 2006 the Company issued to Cornell  pursuant to the above mentioned
debentures,  seventeen (17) warrants to purchase up to an aggregate  124,062,678
shares of the Company's common stock at $0.02 and $0.40 per share.  Each Warrant
has "piggy  back"  registration  rights and shall expire five (5) years from the
date of issuance, on or about April 24, 2011.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

The information in this discussion contains  forward-looking  statements.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  EYI's  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 we file with the
Securities  and Exchange  Commission  (the "SEC").  These  factors may cause our
actual results to differ materially from any forward-looking statement.

OVERVIEW

We are in the business of selling,  marketing,  and  distributing a product line
consisting of approximately 27 nutritional products in three categories, dietary
supplements,  personal  care  products and water  filtration  systems.  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 380,000  IBAs, of which  approximately  8,500 we consider
"active". An "active" IBA is one who purchased our products within the preceding
12 months.  Over  1,200 of these  IBAs are  considered  "very  active".  A "very
active" IBA is one who is on our automatic Auto-ship Program and is current with
their annual administration fee. Our Auto-ship Program allows our IBAs to set up
a reoccurring order that is automatically shipped to them each month.


                                       15
<PAGE>

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,  2006,  our  product  line
consisted of: (i) 18 dietary supplement products;  (ii) 7 personal care products
consisting  primarily  of  cosmetic  and skin  care  products  and (iii) 2 water
filtration systems. 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 the United States, Canada and Asia.

We believe  that our network  marketing  system is suited to  marketing  dietary
supplements,  personal care products and water filtration systems, because sales
of such products are  strengthened by ongoing  personal contact between IBAs and
their customers.  We also believe that 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.

Recent Corporate Developments

We experienced the following  significant  developments through the date of this
filing and during fiscal 2006:

o     On April 24, 2006 we entered a Securities  Purchase Agreement with Cornell
      Capital  Partners,  LP  ("Cornell")  pursuant to which we entered into the
      following   agreements:   an  Investor   Registration   Rights  Agreement,
      Irrevocable Transfer Agent Instructions and a Security Agreement. Pursuant
      to the  terms of the Share  Purchase  Agreement,  we may sell  convertible
      debentures  to Cornell in the amount of $4,500,000  plus accrued  interest
      which are  convertible  into  shares of our common  stock.  Of this amount
      $1,500,000 must be paid five days after April 24, 2006, $1,500,000 must be
      paid two (2) business days prior to the date a  registration  statement is
      filed  with the SEC and  $1,500,000  shall be paid two (2)  business  days
      prior to the date that such registration  statement is declared  effective
      by the SEC. We received  proceeds of  $1,305,000  (net of fees  associated
      with the  issuance  of the  convertible  debentures)  on April 27, 2006 in
      connection  with the issuance of $1,500,000 of  convertible  debentures in
      the following amounts: $750,000 to Cornell, $416,667 to Taib Bank, B.S.C.,
      and  $333,333  to  Certain  Wealth,  Ltd.  pursuant  to the  terms  of the
      Securities Purchase Agreement.

o     Pursuant  to the  terms  of the  Securities  Purchase  Agreement  and  the
      issuance  of our  convertible  debentures,  on April 24, 2006 we issued to
      Cornell  seventeen  warrants to purchase  up to an  aggregate  124,062,678
      shares of our common stock at the discretion of Cornell (collectively, the
      "Warrants") each for good and valuable consideration.  Cornell is entitled
      to purchase  from us: (1)  10,416,650  shares of our common stock at $0.02
      per share,  (2) 13,888,866  shares of our common stock at $0.03 per share,
      (3)  10,416,650  shares  of our  common  stock at  $0.04  per  share,  (4)
      8,333,320  shares of our common  stock at $0.05 per share,  (5)  6,944,433
      shares of our common stock at $0.06 per share, (6) 5,952,371 shares of our
      common stock at $0.07 per share, (7) 11,250,000 shares of our common stock
      at $0.08 per share, (8) 10,000,000 shares of our common stock at $0.09 per
      share, (9) 19,000,000  shares of our common stock at $0.10 per share, (10)
      8,181,818  shares of our common stock at $0.11 per share,  (11)  7,500,000
      shares of our common stock at $0.12 per share,  (12)  3,333,333  shares of
      our common stock at $0.15 per share,  (13) 2,500,000  shares of our common
      stock at $0.20 per share,  (14)  2,000,000  shares of our common  stock at
      $0.25 per share,  (15)  1,666,666  shares of our common stock at $0.30 per
      share,  (16)  1,428,571  shares of our common stock at $0.35 per share and
      (17)  1,250,000  shares  of our  common  stock at  $0.40  per  share  upon
      surrender  of the Warrants (or as  subsequently  adjusted  pursuant to the
      terms of each Warrant) . Each Warrant has "piggy back" registration rights
      and shall  expire  five (5) years from the date of  issuance,  on or about
      April 24, 2011..


                                       16
<PAGE>

o     On April 6, 2006  Essentially  Yours  Industries  (International)  Limited
      ("EYIINT"),  our wholly  owned  subsidiary,  signed a Letter of Intent and
      Good Faith Commitment  ("LOI") with Raul Bautista and Rommel Panganiban to
      act as managing partners and distributors for the Philippines.  The LOI is
      subject to the entry into a definitive agreement between the parties on or
      before July 1, 2006.

o     On  April  3,  2006  we  signed  a  termination  agreement   ("Termination
      Agreement")  with  Cornell  terminating  our Standby  Equity  Distribution
      Agreement,  Registration Rights Agreement and Escrow Agreement  previously
      entered into with Cornell on May 13, 2005.

o     On  March  14,  2006 we  entered  into an  agreement  with  Porter  Public
      Relations,  Inc.  ("Porter") pursuant to which Porter will provide us with
      certain public  relations  services to promote the launch of the Code Blue
      water filtration system and the Longevity Series consisting of Calorad(R),
      Prosoteine(R) and Calorad(R) Cream. In consideration of which we agreed to
      pay  Porter a fee of $5,000  per month for up to 40 hours per  month.  The
      agreement is on a month to month term.

o     On February 6, 2006 the Jay Sargeant  Trust was  dissolved and the related
      shares  were  disbursed  to the  beneficiaries.  In  connection  with this
      transaction, 268,639 common shares were returned to treasury at par value.

o     On January 27, 2006 we entered  into a Consulting  Agreement  with Mr. Lou
      Prescott, for a period of six (6) months and US$5,000 per month to provide
      EYI with  assistance in  developing  Mr.  Prescott's  business to business
      marketing  model for EYI.  Pursuant to the terms of the  agreement we also
      agreed to purchase Mr.  Prescott's gold lead system and during the term of
      the agreement, to provide Mr. Prescott with 100% of the leads generated by
      the system.

o     On January 19, 2006, we entered into an agreement  with Global  Consulting
      Group Inc.  ("Global") on a month to month basis. Global provided investor
      relations  services and created investor awareness for a fee of $15,000.00
      USD per month. This agreement was terminated on April 17, 2006.

2006 Growth Strategy

New Product  Introduction.  During 2005,  we  introduced  our new product,  Code
Blue(TM).  The initial  shipment  of Code Blue  Filters did not meet EYI product
specifications.  However,  in January of 2006, we received a revised  version of
the Code  Blue  filter  called  the G-4  which we  believe,  meets  our  product
specifications.

We  intend  to  aggressively  promote  Code  Blue  systems  through  a year long
promotional tour campaign  ("North  American Tour" or "Tour").  Our intent is to
host  approximately  120 regional  training meetings with audiences of up to 100
people  and 30 larger  conferences  in  targeted  cities  where we can train and
market to larger  audiences of 150 to 300. We have selected cities to host these
events  where we  believe  there is a  greater  interest  in the  product  and a
concentration  of our  active  IBAs.  We intend to use a group of 5 to 6 veteran
IBA's to act as our Regional Trainers and to work in concert with our management
team to promote, coordinate, and host these events. We anticipate that the total
cost of the North  American  Tour campaign will be  approximately  $240,000.  We
anticipate an offset to this cost by way of sales that occur at these events and
through ongoing  residual sales generated by the new IBAs enrolled in our system
as a result of this Tour.


                                       17
<PAGE>

International  Expansion.  We opened our Hong Kong office in September 2005. The
office is intended to be used to service distributors and provide a product pick
up  depot  for  Code  Blue(TM),  Calorad(R),  Prosoteine(R),  Agrisept-L(R)  and
Definition(R)  drops and cream,  and the newest EYI product,  Calorad Cream. The
new  office  will also play a role in  supporting  the sales,  distribution  and
logistics of the CEIEC agency agreement.

In January 2006, we relocated our Executive Vice President and COO, Dori O'Neill
to Hong Kong for six months after which,  Mr.  O'Neill will continue his work in
Asia from his office in Burnaby,  BC and  through  periodic  trips to Asia.  Mr.
O'Neill  is  expected  to play a key role in our Asian  market  initiative.  His
initial focus will be to introduce and train our unified  global binary  program
to new Asian IBAs. In addition,  Mr. O'Neill will also focus on researching  and
reviewing other locations and markets for expansion.

In April 2006, our  subsidiary,  Essentially  Yours  Industries  (International)
Limited,  signed a Letter of Intent and Good Faith Commitment with Raul Bautista
and Rommel  Panganiban  to act as managing  partners  and  distributors  for the
Philippines.  Once a definitive  agreement  is reached,  EYI will work with this
group to get them operational within one to two months.

RESULTS OF OPERATIONS

First Quarter Summary
<TABLE>
<CAPTION>

                                                   Three months       Three months
                                                  March 31, 2006      March 31, 2005            Variance
                                                  --------------------------------------------------------------
<S>                                                 <C>                <C>               <C>           <C>
Revenue                                             $1,108,759         $1,313,768        -$205,010      -15.60%
Cost of goods sold                                  $  287,952         $  251,149         $ 36,803       14.65%
                                                  ---------------    ----------------    ----------    ---------
Gross profit before commissions expense             $  820,807         $1,062,619         $241,813       22.76%

Commission expense                                  $  385,443         $  471,605        -$ 86,162      -18.27%
                                                  ---------------    ----------------    ----------    ---------
Gross profit after cost of goods sold and           $  435,364         $  591,015         $155,651       26.34%
commissions

Operating expenses                                  $1,324,361         $1,237,108         $ 87,253        7.05%
                                                  ---------------    ----------------    ----------    ---------
Operating loss                                       -$888,996          -$646,093         $242,903      -37.60%
</TABLE>


Revenues

During the three months ended March 31, 2006 we had total revenues of $1,108,759
as  compared  to  revenues  of  $1,313,768  for the same  period  in 2005  which
represents  a decline of $205,010 or 15.6%.  The decrease in our revenues can be
primarily attributed to the following factors:

o     Our inability to attract new IBA's
o     Lack of IBA participation in our auto-ship program
o     our inability to fund marketing  initiatives and programs that may promote
      growth within new markets and existing ones

Gross Profit

During the three  months  ended March 31, 2006 as compared to the same period in
2005,  we had gross  profits  of  $820,807  and  $1,062,620  respectively.  This
represents  a decline of $241,813 or 22.76%.  The decline in our gross profit is
primarily  attributed to our decreased binary sales in relation to other revenue
segments that have a higher percentage of cost-of-goods.


                                       18
<PAGE>

Revenue by Segments

The  following  table  summarizes  our four revenue  segments as a percentage of
total revenue, respectively, for the periods indicated:

Revenue by Segments

<TABLE>
<CAPTION>
                                    Three months        Three months
                                   March 31, 2006      March 31, 2005             Variance
                                  -----------------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>
Administration fees                   $    39,990   $    41,096   $     1,106        -2.69%
Binary Sales                          $   762,195   $   948,422   $   186,227       -19.64%
Direct sales                          $   201,677   $   212,741   $    11,064        -5.20%
Affiliate sales                       $   100,612   $    82,745   $    17,867         21.59%
Warehouse                             $        --   $    24,700   $   -24,700       -100.00%
Sales Aids                            $     4,285   $     4,065   $       220          5.41%
                                      -----------   -----------   -----------   -----------
                                      $ 1,108,759   $ 1,313,768     -$205,010       -15.60%
</TABLE>


Details of the most significant changes from the quarter ended March 31, 2006 to
the year ended March 31, 2005 are detailed below:

Binary sales - The binary sales segment represents  $762,195 or 69% of the total
revenue  earned during the quarter ended March 31, 2006, as compared to $948,422
or 74% of the total  revenues  earned  during the quarter  ended March 31, 2005.
Management   believes   that  our  inability  to  properly  fund  our  marketing
initiatives  hindered  growth  and  retention  in this  segment.  EYI pays out a
maximum of 50% commission on binary sales.

Direct sales - The direct sales segment represents  $201,677 or 18% of the total
revenue  earned during the quarter ended March 31, 2006, as compared to $212,741
or 17% of the total revenues  earned during the quarter ended March 31, 2005. No
commissions are paid out on direct sales.

Affiliate sales - The affiliate sales segment  represents  $100,612 or 9% of the
total  revenue  earned  during the quarter  ended March 31, 2006, as compared to
$82,745 or 6% of the total  revenues  earned  during the quarter ended March 31,
2005. EYI pays approximately 31% commissions on direct sales.

Expenses

Operating expenses:

The following table summarizes operating expenditures for the periods indicated:

<TABLE>
<CAPTION>
Operating Expenses

                                       Three months     Three months
                                      March 31, 2006   March 31, 2005              Variance
                                      --------------   --------------   -------------------------------
<S>                                   <C>              <C>              <C>              <C>
Consulting fees                       $      259,736   $      237,962   $       21,774             9.15%
Legal and professional fees           $       74,482   $       69,125   $        5,357             7.75%
Customer service                      $       40,416   $       86,534   $       46,118            53.29%
Finance and administration            $      499,973   $      208,080   $      291,893           140.28%
Sales and marketing                   $       78,624   $        3,718   $       74,906          2014.68%
Telecommunications                    $       30,660   $      119,162   $       88,502            74.27%
Wages and benefits                    $      277,571   $      406,627   $      129,056            31.74%
Warehouse expense                     $       62,898   $      105,900   $       43,002            40.61%
                                      --------------   --------------   --------------   --------------
                                      $    1,324,360   $    1,237,108   $       87,252             7.05%
</TABLE>


                                       19
<PAGE>

We  incurred  operating  expenses in the amount of  $1,324,361  during the three
months ended March 31, 2006,  compared to $1,237,108  for the three months ended
March 31, 2005.  The  following  explains the most  significant  changes for the
periods presented:

Consulting  fees - For the three months ended March 31,  2006,  consulting  fees
totaled  $259,736 as compared to $237,962  for the three  months ended March 31,
2005.  The net  difference of $21,774 or 9.15% is attributed to additional  fees
paid to  consultants  to assist in Sales &  Marketing,  Operations  and Investor
Relations

Customer Service - For the three months ended March 31, 2006,  customer services
fees totaled $40,416 and represented 3% of our total operating expenditures,  as
compared  to $86,534  or 7% of the total  operating  expenditures  for the three
months ended March 31, 2005. These expenditures  represent the services provided
by EYI  Corp.  pursuant  to the  terms of their  management  agreement  with our
subsidiary  Essentially  Yours  Industries,  Inc.  ("EYII").  The  reduction  of
expenditures is related to EYII utilizing other service providers to provide the
services that were previously provided by EYI Corp.

Finance and  administration - For the three months ended March 31, 2006, finance
and  administration  fees  totaled  $499,973  and  represented  38% of our total
operating  expenditures,  as compared to $208,080 or 17% of the total  operating
expenditures  for the three  months  ended March 31,  2005.  The net increase of
$291,893 or 140.28% is primarily attributed to three main factors:

o     Additional finance charges of approximately $165,000
o     Expenditures relating to Hong Kong operations of $67,000
o     Investor relations fees of $58,000

Sales & Marketing  The Sales and  Marketing  expenses for the three months ended
March 31, 2006 were  $78,624 as compared  to $3,718 for the three  months  ended
March 31, 2005. We expensed  approximately  $28,000 for cost associated with the
registration  of Code Blue in China.  In  addition,  we  expensed  approximately
$40,000 for the Hong Kong Grand Opening event.

Wages and  benefits  - For the three  months  ended  March 31,  2006,  wages and
benefits   totaled   $277,571  and   represented  21%  of  our  total  operating
expenditures, as compared to $406,627 or 33% of the total operating expenditures
for the three months ended March 31,  2005.  During the quarter  ended March 31,
2005, we expensed approximate $134,000 for vested employee stock options whereas
for the same quarter in the 2006, no employee stock options vested.

Warehouse  expenses  - For the  three  months  ended  March  31,  2006,
warehouse  expense  totaled  $62,898 and  represented 5% of our total  operating
expenditures,  as compared to $105,900 or 9% of the total operating expenditures
for the three months ended March 31, 2005.  The decline in attributed  primarily
to our decision to close our fulfillment  center, Halo Distribution LLC in April
2005 and outsource this service to a third party provider.

FINANCIAL CONDITION

<TABLE>
<CAPTION>
Cash and Working Capital

                                            As at                  As at
                                         March 31, 2006        December 31, 2005            Variance
                                       ----------------------------------------------------------------------
<S>                                    <C>                  <C>                      <C>            <C>
Current assets                               $  582,666                  382,057       $200,609       52.51%
Current Liabilities                           2,160,742                2,347,087      -$186,345       -7.94%
                                       -----------------    ---------------------    -----------    ---------

Working Capital (deficit)                   -$1,578,077              -$1,965,030       $386,953      -19.69%
</TABLE>


                                       20
<PAGE>

We had cash of $190,837 as at March 31, 2006,  compared  with cash of $25,639 as
at December 31,  2005.  We had a working  capital  deficit at March 31, 2006 and
December 31, 2005 of $1,578,077 and $1,965,030 respectively.

<TABLE>
<CAPTION>
 Liabilities

                                               As at               As at
                                           March 31, 2006     December 31, 2005                Variance
                                           ---------------   --------------------   ---------------------------------
<S>                                        <C>               <C>                    <C>                    <C>
Accounts payable and accrued liabilities   $     1,427,120              1,929,049   $       501,929            -26.02%
Accounts payable - related parties         $       643,622                328,038   $       315,584             96.20%
Notes payable - related party              $        90,000                 90,000   $             0              0.00%
                                           ---------------   --------------------   --------------------   ----------
                                           $     2,160,742   $          2,347,087         -$186,345            -7.94%
</TABLE>

We had a decrease of 26.02% in Accounts Payable and Accrued  Liabilities  during
the three months ended March 31, 2006. We also experienced an increase of 96.20%
in Accounts  Payable-Related Parties during this same period. In both cases, the
majority of the variance is due to a reclassification of debt owed to two of our
officers in the amount of $334,175.  This amount was reclassified  from Accounts
Payable and Accrued Liabilities to Accounts Payable - Related Parties.

Cash Used in Operating Activities

Cash used in operating  activities for the three months ended March 31, 2006 was
$901,226 compared to $157,219 for the comparative  period in 2005,  representing
an increase of $743,707 or 472%.

Cash Provided by Financing Activities

Cash provided by financing  activities for the three months ended March 31, 2006
was $1,084,565,  compared to $157,219 for the three months ended March 31, 2005.
Our financing  activities are primarily  through our financing  agreements  with
Cornell Capital LLC.

Financing Requirements

Our  consolidated  interim  financial  statements  included with this  Quarterly
Report on Form 10-QSB have been  prepared  assuming  that we will  continue as a
going  concern.  As  shown  in the  accompanying  financial  statements,  we had
negative working capital of approximately  $1,578,000 and an accumulated deficit
of approximately $12,223,137 incurred through March 31, 2006.

Our current sources of working capital are sufficient to satisfy our anticipated
current  working  capital needs.  On April 24, 2006 we entered into a Securities
Purchase  Agreement  with the  Cornell,  TAIB  Bank,  and  Certain  Wealth  (the
"Buyers").  Pursuant  to  this  agreement,  we  agreed  to  sell  to the  Buyers
convertible  debentures  in the aggregate  principal  amount of  $4,500,000.  We
believe that this financing  arrangement will provide the necessary cash flow to
meet our operational needs.

In the event that this  financing  does not  support our  operational  cash flow
requirements,  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.


                                       21
<PAGE>

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.

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.

Inventory

We record  inventories  at the lower of cost or market on a first-in,  first-out
basis.  Our product  inventory is reviewed each month and also when the re-order
of the product is necessary. On a monthly basis, our inventory is reviewed based
on the  expiration of our existing  inventory.  Product that has a shelf-life of
less than 60 days is written off or discounted.

A re-order  review consists of an evaluation of our current monthly sales volume
of  the  product,   cost  of  product,   shelf-life  of  the  product,  and  the
manufacturers  minimum  purchase  requirement  which all  determine  the overall
potential  profitability or loss of re-ordering.  If the re-order of the product
has an assessed  loss,  then the  recommendation  to management is to remove the
product from the product line.

Revenue Recognition

We are in the  business of selling  nutritional  products  in three  categories:
dietary supplements, personal care products, and water filtration systems. Sales
of personal care products and water filtration systems represent less than 5% of
the overall revenue and therefore are not classified separately in the financial
statements.  We  recognized  revenue  from  product  sales when the products are
shipped and title  passes to the  customer.  Administrative  fees charged to the
Independent  Business Associates are included in the gross sales and amounted to
$39,990 and $41,096 for the three months ended March 31, 2006 and March 31, 2005
respectively.

Stock Options and Warrants Granted to Employees and Non-Employees

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

Recent Accounting Pronouncements

New accounting  pronouncements that have a current or future potential impact on
our financial statements are as follows:

In December 2004, the Financial  Accounting Standards Board issued a revision to
Statement of Financial  Accounting  Standards  No. 123R,  "Accounting  for Stock
Based  Compensation." This statement  supercedes APB Opinion No. 25, "Accounting
for Stock Issued to Employees," and its related  implementation  guidance.  This
statement  establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. It also addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity's equity  instruments or
that may be settled by the issuance of those equity instruments.  This statement
focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based payment  transactions.  This statement does not
change the accounting guidance for share based payment transactions with parties
other than employees provided in Statement of Financial Accounting Standards No.
123. This statement does not address the accounting for employee share ownership
plans,  which are  subject to AICPA  Statement  of  Position  93-6,  "Employers'
Accounting for Employee Stock Ownership Plans." We have previously  adopted SFAS
123 and the fair  value  of  accounting  for  stock  options  and  other  equity
instruments.  We have  determined  that  there was no  impact  to its  financial
statements from the adoption of this new statement.


                                       22
<PAGE>

RISKS AND UNCERTAINTIES

We have an accumulated deficit and may have continued losses for the foreseeable
future with no assurance of profitability.

As of March 31, 2006, we had an accumulated deficit of $12,223,137. 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.

Management  has  established  plans designed to attempt 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,  and
international  sales,  believe  that we will  eventually  be able to reverse the
present  deficit.  Management  intends to  utilize  the cash  proceeds  from the
Securities Purchase Agreement with the Cornell, TAIB Bank, and Certain Wealth to
assist in its operating cash flow shortages.

We have been subject to a going concern opinion from our independent auditors

Our  independent  auditors  have added an  explanatory  paragraph to their audit
issued in connection with the financial statements for the period ended December
31,  2005,  relative  to our ability to  continue  as a going  concern.  We have
negative working capital of approximately  $1,578,077 and an accumulated deficit
incurred  through  March 31,  2006,  which  raises  substantial  doubt about our
ability to continue as a going concern. Accordingly,  there is substantial doubt
about our ability to continue as a going  concern.  Our financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

We are dependent on our IBAs for our product  marketing  efforts,  the loss of a
significant  number of IBAs or the loss of a key IBA could adversely  affect our
sales.

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  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.  Also,  if our IBAs do not accept  recent
changes to our commission plan, our business may be adversely affected.


Government  regulation by the Food and Drug Administration and other federal and
state entities of our products can impact our ability to market products.

The manufacturing,  processing, formulation, packaging, labeling and advertising
of  nutritional  products  are  subject  to  regulation  by one or more  federal
agencies,  including  the  Food  and  Drug  Administration,  the  Federal  Trade
Commission, the Consumer Product Safety Commission, the United States Department
of   Agriculture,   the  United  States  Postal   Service,   the  United  States
Environmental   Protection  Agency  and  the  Occupational   Safety  and  Health
Administration.  These  activities are also regulated by various agencies of the
states and localities,  as well as of foreign  countries,  in which our products
may be sold. We may incur significant costs in complying with these regulations.
In the event we cannot comply with government regulations affecting our business
and products, we may be forced to curtail or cease our business operations.


                                       23
<PAGE>

On March 7, 2003,  the FDA  proposed a new  regulation  to require  current good
manufacturing  practices,  or cGMPs,  affecting the  manufacturing,  packing and
holding  of  dietary  supplements.   The  proposed  regulation  would  establish
standards to ensure that dietary  supplements  and dietary  ingredients  are not
adulterated  with  contaminants  or  impurities  and are  labeled to  accurately
reflect the active  ingredients and other  ingredients in the products.  It also
includes proposed  requirements for designing and constructing  physical plants,
establishing  quality  control  procedures,  and  testing  manufactured  dietary
ingredients  and  dietary  supplements,  as well as  proposed  requirements  for
maintaining  records for handling  consumer  complaints  related to current good
manufacturing  practices.  The final rule resulting from this rulemaking process
is  currently  undergoing  review  by  the  Office  of  Management  and  Budget.
Publication of the final rule is expected in the next several weeks.  Because of
the long delay in issuing the final rule,  there is considerable  uncertainty as
to the provisions of the final rule, and as to how large an impact the rule will
have on the dietary supplement industry.

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:

o     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.

o     is intended for ingestion in pill, capsule, tablet, or liquid form.

o     is not represented for use as a conventional food or as the sole item of a
      meal or diet.

o     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  that are dietary
supplements or personal care products do not require  governmental  approvals to
market in the United States. Our key products are classified as follows:

Dietary Supplements

o     Calorad(R)

o     Agrisept-L(R)

o     Oxy-Up(R)

o     Triomin


                                       24
<PAGE>

o     Noni Plus(R)

o     Iso-Greens(R)

o     Definition (R) (drops)

o     Prosoteine(R)

Personal Care Products

o     Definition(R) (cream)
      Calorad (R) (cream)

Water Filtration Products

o     Code Blue(TM)
o     Code Blue(TM) Filter

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:

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

o     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:

o     entries of consent decrees;

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

o     refunds to an entire class of IBAs or customers;

o     other damages; and

o     changes in our method of doing business.


                                       25
<PAGE>

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.

Our IBAs act as independent  sales people and are not closely  supervised by EYI
or  supervised  by us at all. We have little or no control or  knowledge  of our
IBAs' actual sales  activities  and  therefore,  we have little or no ability to
ensure that our IBAs comply with regulations and rules regarding how they market
and sell our products. It is possible that we may be held liable for the actions
of our IBAs.  Proceedings  resulting from any complaints in connection  with our
IBAs'  marketing and sales  activities may result in significant  defense costs,
settlement  payments  or  judgments  and  could  force to  curtail  or cease our
business operations.

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:

o     the evolving interpretations of existing laws and regulations, and

o     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:

o     our network marketing policies were enforced, and

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

Proceedings  resulting  from these claims could  result in  significant  defense
costs,  settlement  payments  or  judgments,  and could have a material  adverse
effect on us.

One of our competitors,  Nutrition for Life  International,  Inc., a multi-level
seller of personal care and nutritional  supplements,  announced in 1999 that it
had settled class action  litigation  brought by distributors  alleging fraud in
connection  with  the  operation  of  a  pyramid  scheme.   Nutrition  for  Life
International  agreed to pay in excess of $3 million to settle claims brought on
behalf of its distributors and certain purchasers of its stock.


                                       26
<PAGE>

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.

A large portion of our sales is attributable to Calorad, if Calorad loses market
share or loses favor in the marketplace, our financial results will suffer

A  significant  portion of our net sales is  expected to be  dependent  upon our
Calorad product. Calorad has traditionally  represented more than 65% 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,  which  could  reduce  our  sales
significantly

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, or customers will accept 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. In addition,  if we are forced to hold longer quantities
of  inventory,  we face the risk that our  inventory  becomes  obsolete with the
passage of large amounts of time.

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.


                                       27
<PAGE>
We are  materially  dependent  upon our key  personnel  and the loss of such key
consultants 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 and 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 two key
consultants.

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 Colvera, 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 Tahitian  International  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.

We, like any other  retailers and  distributors of products that are designed to
be ingested,  face an inherent risk of exposure to product  liability  claims in
the event that the use of products  contain  contaminants or include  inadequate
instructions with other substances. With respect to product liability claims, we
have coverage of $2,000,000  per  occurrence  and  $2,000,000 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 products
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.


                                       28
<PAGE>

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",  which  may make it more  difficult  for
investors to sell their shares due to suitability requirements

Our common stock is deemed to be a "penny stock" as that term is defined in Rule
3a51-1  promulgated under the Securities  Exchange Act of 1934. Penny stocks are
stock:

o     With a price of less than $5.00 per share;
o     That are not traded on a "recognized" national exchange;
o     Whose  prices  are not  quoted on the Nasdaq  automated  quotation  system
      (Nasdaq  listed  stock  must still have a price of not less than $5.00 per
      share; or
o     In issuers with net tangible  assets less than $2.0 million (if the issuer
      has been in continuous operation for at least three years) or $5.0 million
      (if in continuous operation for the last three years.

Broker/dealers  dealing  in penny  stocks  are  required  to  provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce the potential market for our common stock to sell shares to third parties
or to otherwise dispose of them. This could cause our stock price to decline.

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of our Principal
Executive Officer and Principal  Financial Officer,  of the effectiveness of the
design and operation of our disclosure  controls and procedures.  Our disclosure
controls and procedures are designed to provide a reasonable  level of assurance
of achieving our disclosure control objectives.  Our Principal Executive Officer
and Principal Accounting Officer have concluded that our disclosure controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
period covered.

Changes In Internal Controls Over Financial Reporting

In  connection  with the  evaluation  of our internal  controls  during our last
fiscal quarter,  our Principal Executive Officer and Principal Financial Officer
have  determined  that  there  are no  changes  to our  internal  controls  over
financial reporting that have materially  affected,  or are reasonably likely to
materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Other  than  as  described  below,  we are  not a party  to any  material  legal
proceedings  and to  our  knowledge,  no  such  proceedings  are  threatened  or
contemplated.


                                       29
<PAGE>

1.    Oppression Action by Lavorato/Heyman

In 2002,  an  oppression  action was  commenced in the Supreme  Court of British
Columbia by the plaintiffs Brian Lavorato, Geraldine Heyman and their respective
holding  companies,  alleging  that  Essentially  Yours  Industries  Corp.,  our
affiliate, had improperly vended assets into Essentially Yours Industries, Inc.,
our wholly owned subsidiary,  as part of a corporate restructuring alleged to be
oppressive to the plaintiffs.  As of April 4, 2003, the lawsuit has been settled
and was subsequently  dismissed by the plaintiffs by consent, with the exception
of  claims  asserted  by the  plaintiffs  against  Thomas K.  Viccars,  a former
in-house  counsel of Essentially  Yours  Industries,  Corp., who may potentially
assert a third party claim against Essentially Yours Industries,  Inc. On May 1,
2006 we entered into a settlement  agreement  with Thomas  Viccars,  pursuant to
which we will pay  $60,000 to Mr.  Viccars in full and final  settlement  of all
claims against EYI.

2.    Action By Suhl, Harris and Babich

In 2003 a consolidated action was brought by the plaintiffs Wolf Suhl, Christine
Harris and Edward Babich in the Supreme Court of British Columbia pursuant to an
order pronounced in the New Westminster Registry under Action No. S061589 on May
7,  2003,  which  allowed  the  plaintiffs  to  proceed  with an action  against
Essentially Yours Industries,  Inc. The plaintiffs allege that Essentially Yours
Industries,  Inc. holds certain of its products or revenues derived therefrom as
trust property for the benefit of the plaintiffs.

The claim is for an aggregate of 4.9% of the wholesale volume of sales generated
by Essentially Yours Industries,  Inc. from the alleged trust property,  and for
damages  and  costs.  A  consolidated  statement  of  defense  has been filed by
Essentially Yours Industries,  Inc., and interrogatories have been responded to.
Management  believes  this claim to be without  merit and intends to  vigorously
defend  against  this claim.  In  February  2006,  the Supreme  Court of British
Columbia  made an order that EYI and Mr. Jay  Sargeant be added to the  lawsuit,
and the Writ of Summons and  Statement of Claim be amended to add the  following
claims:  (a) against EYI, damages for unjust  enrichment and breach of trust for
any amount found to be owing by Essentially Yours Industries, Inc. plus interest
and costs;  and (b) against Jay  Sargeant,  damages  for unjust  enrichment  and
breach  of  trust  for  any  amount  found  to be  owing  by  Essentially  Yours
Industries,  Inc. or Barry La Rose,  plus  interest and costs.  The  Plaintiffs'
total claim is approximately $478,000. On April 13, 2006, the plaintiffs amended
their  pleadings to assert claims against EYI and Jay Sargeant.  EYI has entered
an  Appearance  to the action and plans to file a Defence.  Jay Sargeant has not
been served with process.  This matter is set for trial commencing September 11,
2006. The parties are presently negotiating to settle these claims.

3.    Lease Agreement with Business Centers, LLC

In February 1999 our  subsidiary,  Halo  Distribution,  LLC entered into a Lease
Agreement with Business Centers, LLC (the "Landlord").  This Lease Agreement was
extended  for a period of three  years on January 5, 2004.  We received a letter
dated August 2, 2005 notifying us of a default by Halo under the lease agreement
and notice that the landlord intends to commence legal proceedings  against Halo
and EYI for the sum of $150,000  for  defaulted  lease  payments.  We received a
statement  of claim from the  landlord in  November,  2005 naming Halo and us as
defendants and requesting  payment of the defaulted lease payments.  On December
21, 2005 we entered into a written  Settlement  Agreement  and Release with Halo
Distribution, LLC and Business Centers, LLC agreeing to the terms and conditions
of the  settlement  set  forth in the  agreement.  Pursuant  to the terms of the
settlement  agreement we agreed to transfer  property with a value of $46,875 to
the  Landlord  in  exchange  for a  release  of all  claims  against  EYI or its
subsidiaries.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended March 31, 2006,  other than as disclosed below, we
did not complete any sales of securities  that were not  registered  pursuant to
the Securities Act of 1933 (the "Securities  Act") and have not been reported on
our previous Quarterly Reports on Form 10-QSB during the year.

1.    On April 24, 2006 we entered a Securities  Purchase Agreement with Cornell
      Capital  Partners,  LP  ("Cornell")  pursuant to which we entered into the
      following   agreements:   an  Investor   Registration   Rights  Agreement,
      Irrevocable Transfer Agent Instructions and a Security Agreement. Pursuant
      to the  terms of the Share  Purchase  Agreement,  we may sell  convertible
      debentures  to Cornell in the amount of $4,500,000  plus accrued  interest
      which are  convertible  into  shares of our common  stock.  Of this amount
      $1,500,000 must be paid five days after April 24, 2006, $1,500,000 must be
      paid two (2) business days prior to the date a  registration  statement is
      filed  with the SEC and  $1,500,000  shall be paid two (2)  business  days
      prior to the date that such registration  statement is declared  effective
      by the SEC. We received  proceeds of  $1,305,000  (net of fees  associated
      with the  issuance  of the  convertible  debentures)  on April 27, 2006 in
      connection  with the issuance of $1,500,000 of  convertible  debentures in
      the following amounts: $750,000 to Cornell, $416,667 to Taib Bank, B.S.C.,
      and  $333,333  to  Certain  Wealth,  Ltd.  pursuant  to the  terms  of the
      Securities  Purchase  Agreement.  Each of the  convertible  debentures was
      issued  pursuant  to  section  4(2) and Rule  506 of  Regulation  D of the
      Securities Act.


                                       30
<PAGE>

2.    Pursuant  to the  terms  of the  Securities  Purchase  Agreement  and  the
      issuance  of our  convertible  debentures,  on April 24, 2006 we issued to
      Cornell  seventeen  warrants to purchase  up to an  aggregate  124,062,678
      shares of our common stock at the discretion of Cornell (collectively, the
      "Warrants") each for good and valuable consideration.  Cornell is entitled
      to purchase  from us: (1)  10,416,650  shares of our common stock at $0.02
      per share,  (2) 13,888,866  shares of our common stock at $0.03 per share,
      (3)  10,416,650  shares  of our  common  stock at  $0.04  per  share,  (4)
      8,333,320  shares of our common  stock at $0.05 per share,  (5)  6,944,433
      shares of our common stock at $0.06 per share, (6) 5,952,371 shares of our
      common stock at $0.07 per share, (7) 11,250,000 shares of our common stock
      at $0.08 per share, (8) 10,000,000 shares of our common stock at $0.09 per
      share, (9) 19,000,000  shares of our common stock at $0.10 per share, (10)
      8,181,818  shares of our common stock at $0.11 per share,  (11)  7,500,000
      shares of our common stock at $0.12 per share,  (12)  3,333,333  shares of
      our common stock at $0.15 per share,  (13) 2,500,000  shares of our common
      stock at $0.20 per share,  (14)  2,000,000  shares of our common  stock at
      $0.25 per share,  (15)  1,666,666  shares of our common stock at $0.30 per
      share,  (16)  1,428,571  shares of our common stock at $0.35 per share and
      (17)  1,250,000  shares  of our  common  stock at  $0.40  per  share  upon
      surrender  of the Warrants (or as  subsequently  adjusted  pursuant to the
      terms of each Warrant) . Each Warrant has "piggy back" registration rights
      and shall  expire  five (5) years from the date of  issuance,  on or about
      April 24, 2011.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

None.

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

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number            Description of Exhibit
------            -------------------------------------------------------------------------------------------------------
<S>               <C>
3.1               Articles of Incorporation.(1)
3.2               Certificate of Amendment to Articles of Incorporation dated December 29, 2003.(11)
3.3               Certificate of Amendment to Articles of Incorporation dated December 31, 2003.(11)
3.4               Bylaws.(1)
3.5               Amended Bylaws. (12)
3.6               Certificate of Amendment to Articles of Incorporation dated March 30, 2006(23)
5.1               Opinion re: legality (24)
10.1              Consulting Agreement, dated as of November 5, 2002, between Essentially Yours Industries, Inc., a Nevada
                  corporation, and Flaming Gorge, Inc.(1)
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number            Description of Exhibit
------            -------------------------------------------------------------------------------------------------------
<S>               <C>
10.2              Consulting Agreement, dated as of November 5, 2002, between Essentially Yours Industries, Inc., a Nevada
                  corporation, and O'Neill Enterprises, Inc.(1)
10.3              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.(5)
10.4              Stock Compensation Program(4)
10.5              Consulting Agreement dated December 27, 2003 between Rajesh Raniga Inc. and Safe ID Corporation.(6)
10.6              Consulting Agreement dated January 1, 2004 between EYI Industries, Inc. and O'Neill Enterprises Inc.(6)
10.7              Consulting Agreement dated January 1, 2004 between EYI Industries, Inc. and Flaming Gorge, Inc. (6)
10.8              Addendum to the Distribution and License Agreement between Essentially Yours Industries, Inc. and
                  Nutri-Diem Inc. dated April 30, 2004.(6)
10.9              Letter Agreement dated May 4, 2004 between Eye Wonder, Inc. and EYI Industries, Inc.(6)
10.10             Standby Equity Distribution Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and
                  Cornell Capital Partners, LP(6)
10.11             Registration Rights Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell
                  Capital Partners, LP(6)
10.12             Escrow Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital Partners,
                  LP(6)
10.13             Placement Agent Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(6)
10.14             Compensation Debenture, dated June 22, 2004(7)
10.15             Securities Purchase Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell
                  Capital Partners, LP(6)
10.16             Investor Registration Rights Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and
                  Cornell Capital Partners, LP(6)
10.17             Security Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(6)
10.18             Irrevocable Transfer Agent Instructions, dated June 22, 2004, by and among EYI Industries, Inc., Cornell
                  Capital Partners, LP and Corporate Stock Transfer(6)
10.19             Escrow Agreement, dated June 22, 2004 by and among EYI Industries, Inc., Cornell Capital Partners, L.P.
                  and Butler Gonzalez, LLP(6)
10.20             Form of Secured Convertible Debenture(6)
10.21             Form of Warrant(7)
10.22             Letter Agreement dated May 25, 2004 between EYI Industries, Inc. and Source Capital Group, Inc.(8)
10.23             Lease Agreement dated May 1, 2003 among 468058 B.C. Ltd., 642706 B.C. Ltd., Essentially Yours Industries
                  Corp., and Essentially Yours Industries, Inc. (8)
10.24             5% Secured Convertible Debenture dated September 24, 2004 between EYI Industries, Inc. and Cornell
                  Capital Partners, LP(8)
10.25             5% Secured Convertible Debenture dated September 27, 2004 between EYI Industries, Inc. and Kent Chou(8)
10.26             5% Secured Convertible Debenture dated September 27, 2004 between EYI Industries, Inc. Taib Bank, E.C.(8)
10.27             Assignment Agreement dated September 27, 2004 between Cornell Capital Partners, LP and Taib Bank, E.C.
                  (8)
10.28             Assignment Agreement dated September 27, 2004  between Cornell Capital Partners, LP and Kent Chou(8)
10.29             Joint Venture Agreement dated May 28, 2004 between EYI Industries, Inc.,  World Wide Buyer's Club Inc.
                  and Supra Group, Inc.(9)
10.30             Indenture of Lease Agreement dated January 3, 2005 between Golden Plaza Company Ltd., 681563 B.C. Ltd.,
                  and 642706 B.C. Ltd.(10)
</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number            Description of Exhibit
------            -------------------------------------------------------------------------------------------------------
<S>               <C>
10.31             Consulting Services Agreement dated March 5, 2004 between EYI Industries, Inc. and EQUIS Capital
                  Corp.(13)
10.32             Letter dated May 25, 2004 between Source Capital Group, Inc. and EYI Industries, Inc.(14)
10.33             Loan Agreement between Janet Carpenter and EYI Industries, Inc.,  dated February 10, 2005(15)
10.34             Promissory Note dated February 10, 2005 between Janet Carpenter and EYI Industries(15)
10.35             Bonus Share Agreement between Janet Carpenter and EYI Industries, Inc. dated February 14, 2005(15)
10.36             Pledge and Escrow Agreement dated February 24, 2005 between Janet Carpenter, Cornell Capital Partners,
                  LP and David Gonzalez. (15)
10.37             Guaranty Agreement dated February 24, 2005 between Janet Carpenter, Cornell Capital Partners, LP(15)
10.37             Secured Promissory Note dated February 24, 2005 between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(15)
10.39             Agreement dated April 22, 2005 between Essentially Yours Industries Inc. and Source 1 Fulfillment(17)
10.40             Reseller Agreement dated May 11, 2005 between Essentially Yours Industries Inc. and Metals & Arsenic
                  Removal Technology, Inc. (16)
10.41             Termination Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners, LP(17)
10.42             Standby Equity Distribution Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital
                  Partners, LP(17)
10.43             Registration Rights Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital
                  Partners, LP(17)
10.44             Escrow Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners, LP(17)
10.45             Placement Agent Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners,
                  LP(17)
10.46             Consulting Agreement dated June 1, 2005 between EYI Industries, Inc. and Eliza Fung(18)
10.47             Addendum to the Reseller Agreement dated June 1, 2005 between Essentially Yours Industries Inc. and
                  Metals & Arsenic Removal Technology, Inc. (18)
10.48             Non-Circumvention and Non-Disclosure Agreement dated July 14, 2005 between Essentially Yours Industries
                  Inc. and Metals & Arsenic Removal Technology, Inc. (18)
10.49             Promissory Note dated August 1, 2005 between EYI Industries Inc. and Cornell capital Partners, LP(18)
10.50             Investor Relations Agreement dated July 28, 2005 between EYI Industries, Inc. and Agora Investor
                  Relations Corp. (18)
10.51             China Agency Agreement entered into with Guanghzhou Zhongdian Enterprises (Group) Co. Ltd.  and China
                  Electronics Import and Export South China Corporation. Dated September 15, 2005(19)
10.52             Logistics Management Agreement dated September 1, 2005 between Essentially Yours Industries (Hong Kong)
                  Limited and All In One Global Logistics Ltd. (20)
10.53             Contract for Legal Services dated September 1, 2005 between EYI Industries Inc. and M. Ali Lakhani Law
                  Corporation(21)
10.54             Amended Investor Relations Agreement dated October 5, 2005 between EYI Industries, Inc. and Agora
                  Investor Relations Corp. (22)
10.55             Settlement Agreement dated December 21, 2005 between EYI Industries, Inc., Halo Distribution, LLC and
                  Business Centers, LLC. (23)
10.56             Global Consulting Group Agreement dated January 19, 2006 entered into with Global Consulting Group Inc.
                  and EYI Industries Inc. (23)
10.57             Consulting Agreement dated January 27, 2006 entered into with Lou Prescott and Essentially Yours
                  Industries, Inc.   (23)
10.58             Termination Agreement dated April 3, 2006 between EYI Industries Inc. and Cornell Capital Partners, LP
10.59             Letter of Intent dated April 6, 2006 between Essentially Yours Industries (International) Limited and
                  Rommel Panganiban and Raul Batista
10.60             Securities  Purchase Agreement,  dated as of April 24, 2006, by and between EYI Industries,  Inc. and the
                  Buyers listed therein(24)
</TABLE>


                                       33
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number            Description of Exhibit
------            -------------------------------------------------------------------------------------------------------
<S>               <C>
10.61             Registration  Rights Agreement,  dated as of April 24, 2006, by and between EYI Industries,  Inc. and the
                  Buyers listed therein(24)
10.62             $750,000 Secured  Convertible  Debenture No. CCP-1, dated as of April 24, 2006, issued to Cornell Capital
                  Partners, LP(24)
10.63             $333,333  Secured  Convertible  Debenture  CW-1,  dated as of April 24, 2006,  issued to Cornell  Capital
                  Partners, LP(24)
10.64             $416,667 Secured  Convertible  Debenture  TAIB-1,  dated as of April 24, 2006,  issued to Cornell Capital
                  Partners, LP(24)
10.65             Security Agreement, dated as of April 24, 2006, issued to Cornell Capital Partners, LP(24)
10.66             Warrant No. CCP-001, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.67             Warrant No. CCP-002, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.68             Warrant No. CCP-003, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.69             Warrant No. CCP-004, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.70             Warrant No. CCP-005, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.71             Warrant No. CCP-006, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.72             Warrant No. CCP-007, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.73             Warrant, No. CCP-008, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.74             Warrant No. CCP-009, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.75             Warrant No. CCP-010, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.76             Warrant No. CCP-011, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.77             Warrant No. CCP-012, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.78             Warrant No. CCP-013, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.79             Warrant No. CCP-014, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.80             Warrant No. CCP-015, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.81             Warrant No. CCP-016, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.82             Warrant No. CCP-017, dated April 24, 2006, issued by the Company to Cornell Capital Partners, LP(24)
10.83             Irrevocable Transfer Agent Instructions, dated April 24, 2006, by and among the Company, the Buyers
                  listed therein and Corporate Stock Transfer, Inc. (24)
10.84             Consulting Agreement dated May 1, 2006 between Essentially Yours Industries (Hong Kong)  Limited and Siu
                  Chung (Freeda) Chan
14.1              Code of Ethics(5)
21.1              List of Subsidiaries(23)
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
</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>
--------------
<S>      <C>
(1)      Filed as an exhibit to the  registration  statement on Form 10-SB/A of Safe ID Corporation,  filed with the SEC on
         September 21, 2000.
(2)      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.
(3)      Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on January 8, 2004.
(4)      Filed as an exhibit to our Registration Statement on Form S-8, filed with the SEC on March 30, 2004.
(5)      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.
(6)      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.
(7)      Filed as an exhibit to our registration statement on Form SB-2, filed
         with the SEC on September 17, 2004. (8) Filed as an exhibit to our
         quarterly report on Form 10-QSB for the period ended September 30,
         2004, filed with
         the SEC on November 22, 2004.
(9)      Filed as an exhibit to our Amendment No. 1 to our registration statement on Form SB-2 on December 23, 2004.
(10)     Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on January 12, 2005.
(11)     Filed as an exhibit to our quarterly report on Form 10-QSB for the period ended September 30, 2004, filed with
         the SEC on November 22, 2004.
(12)     Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on March 10, 2005.
(13)     Filed as an exhibit to our quarterly  report on Form 10-QSB/A for the period ended March 31, 2004,  filed with the
         SEC on December 15, 2004.
(14)     Filed as an exhibit to our quarterly  report on Form  10-QSB/A for the period ended June 30, 2004,  filed with the
         SEC on December 15, 2004.
(15)     Filed as an exhibit to our annual  report on Form 10-KSB for the period ended  December  31, 2004,  filed with the
         SEC on April 18, 2005.
(16)     Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 17, 2005.
(17)     Filed as an exhibit to our  Quarterly  Report on Form 10-QSB for the period ended March 31,  2005,  filed with the
         SEC on May 23, 2005.
(18)     Filed as an exhibit to our Quarterly Report on Form 10-QSB for the period ended June 30, 2005, filed with the SEC on
         August 19, 2005
(19)     Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on September 27, 2005
(20)     Filed as an exhibit to our quarterly report on Form 10-QSB for the period ended September 30, 2005, filed with the SEC on
         November 21, 2005
(21)     Filed as an exhibit to our quarterly report on Form 10-QSB for the period ended September 30, 2005, filed with the SEC on
         November 21, 2005
(22)     Filed as an exhibit to our quarterly report on Form 10-QSB for the period ended September 30, 2005, filed with the SEC on
         November 21, 2005
(23)     Filed as an exhibit to our annual report on Form 10-KSB for the period ended December 31, 2005, filed with the SEC on
         March 31, 2006
(24)     Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on April 28, 2006
</TABLE>

(b) Reports on Form 8-K:

<TABLE>
<CAPTION>
 Date of SEC filing of Form 8-K                           Description of the Form 8-K
---------------------------------- --------------------------------------------------------------------------
<S>                                <C>
          May 11, 2006             Amendment No. 1 to Form 8-K filed on April 28, 2006
---------------------------------- --------------------------------------------------------------------------
          April 28, 2006           Disclosure of Entry into Material Definitive Agreements with Cornell
                                   Capital Partners

          April 3, 2006            Disclosure of  Termination Agreement with Cornell Capital Partners
</TABLE>


                                       35
<PAGE>

                                   SIGNATURES

In accordance  with  requirements  of the Exchange Act, the  registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

EYI INDUSTRIES, INC.
By:   /s/ Jay Sargeant
      ----------------------------------------------
      Jay Sargeant
      President, Chief Executive Officer,
      and Director
      (Principal Executive Officer)
      Date: May 15, 2006

By:   /s/ Rajesh Raniga
      ----------------------------------------------
      Rajesh Raniga
      Chief Financial  Officer
      (Principal Accounting Officer)
      Date: May 15, 2006


                                       36