**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, 2007**




 ̈ 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: 407,237,190 shares of common stock issued and
      outstanding as of **** May
      14,
      2007. Transitional Small Business Disclosure Format (check one): Yes  ̈ No x







**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,
      2007 are not necessarily indicative of the results that can be expected for
      the
      year ending December 31, 2007.




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.




F-1




**EYI
                INDUSTRIES, INC.****CONSOLIDATED
                BALANCE SHEETS**March
                31, 2007
            
            December
                31,(Unaudited)
            
            2006**ASSETS**CURRENT
                ASSETSCash
            
            $
            276,766
            
            $
            901,764Accounts
                receivable, net of allowance
            
            
            60,450
            
            
            18,425Other
                accounts receivables
            
            
            75,310
            
            
            67,582Prepaid
                expenses
            
            
            73,638
            
            
            181,048Inventory
            
            
            904,871
            
            
            735,291TOTAL
                CURRENT ASSETS
            
            
            1,391,035
            
            
            1,904,110OTHER
                ASSETSProperty,
                plant and equipment, net
            
            
            74,272
            
            
            77,452Deposits
            
            
            43,971
            
            
            46,432TOTAL
                OTHER ASSETS
            
            
            118,243
            
            
            123,884INTANGIBLE
                ASSETS
            
            
            12,272
            
            
            12,829**TOTAL
                ASSETS**
            
            $
            1,521,550
            
            $
            2,040,823**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            1,441,529
            
            $
            1,427,214Accounts
                payable - related parties
            
            
            337,529
            
            
            439,256Interest
                payable, convertible debt
            
            
            348,562
            
            
            252,326Convertible
                debt - related party, net of discount
            
            
            2,458,229
            
            
            2,456,311Derivative
                on convertible debt
            
            
            1,189,064
            
            
            1,303,630Notes
                payable - related party
            
            
            50,000
            
            
            50,000TOTAL
                CURRENT LIABILITIES
            
            
            5,824,913
            
            
            5,928,737Net
                liabilities from discontinued operations
            
            
            375,344
            
            
            375,344MINORITY
                INTEREST IN SUBSIDIARY
            
            
            -
            
            
            120,739STOCKHOLDERS'
                DEFICITPreferred
                stock, $0.001 par value; 10,000,000 sharesauthorized,
                no shares issued and outstanding
            
            
            -
            
            
            -Common
                stock, $0.001 par value; 3,000,000,000 sharesauthorized,
                379,490,854 and 345,675,516 shares issuedand
                outstanding, respectively
            
            
            379,491
            
            
            345,675Additional
                paid-in capital
            
            
            9,989,852
            
            
            9,536,004Stock
                options and warrants
            
            
            5,202,123
            
            
            4,382,299Subscription
                receivable
            
            
            (195,000
            )
            
            (195,000
            )Accumulated
                deficit
            
            
            (20,055,173
            )
            
            (18,452,975
            )TOTAL
                STOCKHOLDERS' DEFICIT
            
            
            (4,678,707
            )
            
            (4,383,997
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT**
            
            $
            1,521,550
            
            $
            2,040,823




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




F-2







**EYI
                INDUSTRIES, INC.****CONSOLIDATED
                STATEMENTS OF OPERATIONS**Three
                Months Ended
            
            Three
                Months EndedMarch
                31,
              2007
              (Unaudited)
            
            March
                31,
              2006
              (Unaudited)**REVENUE,
                NET OF RETURNS AND ALLOWANCES**
            
            $
            1,181,166
            
            $
            1,108,759**COST
                OF GOODS SOLD**
            
            
            363,063
            
            
            287,952**GROSS
                PROFIT BEFORE COMMISSION EXPENSE**
            
            
            818,103
            
            
            820,807**COMMISSION
                EXPENSE**
            
            
            416,877
            
            
            385,443**GROSS
                PROFIT AFTER COST OF GOODS SOLD AND COMMISSION
                EXPENSE**
            
            
            401,226
            
            
            435,364**OPERATING
                EXPENSES**Consulting
                fees
            
            
            198,574
            
            
            259,736Legal
                and professional fees
            
            
            25,788
            
            
            74,482Customer
                service
            
            
            30,823
            
            
            40,416Finance
                and administration
            
            
            169,365
            
            
            499,973Sales
                and marketing
            
            
            25,138
            
            
            78,624Telecommunications
            
            
            44,426
            
            
            30,660Wages
                and benefits
            
            
            1,270,920
            
            
            277,571Warehouse
                expense
            
            
            71,292
            
            
            62,898TOTAL
                OPERATING EXPENSES
            
            
            1,836,326
            
            
            1,324,360**LOSS
                FROM OPERATIONS**
            
            
            (1,435,100
            )
            
            (888,996
            )**OTHER
                INCOME (EXPENSES)**Interest
                and other income
            
            
            201
            
            
            (8,565
            )Interest
                expense
            
            
            (98,780
            )
            
            (450
            )Financing
                fees
            
            
            (237,012
            )
            
            -Gain/(loss)
                on derivatives
            
            
            162,735
            
            
            -Foreign
                currency gain
            
            
            5,758
            
            
            4,669TOTAL
                OTHER INCOME (EXPENSES)
            
            
            (167,098
            )
            
            (4,346
            )**NET
                LOSS BEFORE TAXES**
            
            
            (1,602,198
            )
            
            (893,342
            )**PROVISION
                FOR INCOME TAXES**
            
            
            -
            
            
            -**NET
                LOSS BEFORE ALLOCATION TO MINORITY INTEREST**
            
            
            (1,602,198
            )
            
            (893,342
            )**ALLOCATION
                OF LOSS TO MINORITY INTEREST**
            
            
            -
            
            
            17,420**LOSS
                FROM DISCONTINUED OPERATIONS**
            
            
            -
            
            
            -**NET
                LOSS**
            
            $
            (1,602,198
            )
            $
            (875,922
            )**BASIC
                AND DILUTED****NET
                LOSS PER COMMON SHARE**
            
            $
            nil
            
            $
            nil**WEIGHTED
                AVERAGE NUMBER OF****COMMON
                STOCK SHARES OUTSTANDING****FOR
                BASIC AND DILUTED CALCULATION**
            
            
            333,018,096
            
            
            250,936,751




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




F-3




**EYI
                INDUSTRIES, INC.****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' DEFICIT****Common
                Stock**
            
            **Additional****Number
                of**
            
            
            
            **Paid-in**
            
            **Subscription**
            
            **Option/**
            
            **Retained****Shares**
            
            **Amount**
            
            **Capital**
            
            **Receivable**
            
            **Warrants**
            
            **Earnings**
            
            **Total**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 anaverage
                price of $0.20 per share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,750
            
            
            -
            
            
            3,750Stock
                issued to Cornell in exchange for $1,084,565 pursuantto
                SEDA
            
            
            42,941,686
            
            
            42,942
            
            
            1,041,623
            
            
            -
            
            
            -
            
            
            -
            
            
            1,084,565Shares
                returned to treasury
            
            
            (268,639
            )
            
            (269
            )
            
            269
            
            
            -
            
            
            -
            
            
            -
            
            
            -Beneficial
                conversion of convertible debt
            
            
            -
            
            
            -
            
            
            200,207
            
            
            -
            
            
            -
            
            
            -
            
            
            200,207Warrants
                issued to Cornell Capital for financingservices
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,148,413
            
            
            -
            
            
            3,148,413Vested
                stock options issued for consulting at $0.10per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            5,000
            
            
            -
            
            
            5,000Vested
                stock options issued to employees at $0.02per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,400
            
            
            -
            
            
            1,400Expired
                consultant stock options
            
            
            -
            
            
            -
            
            
            961,300
            
            
            -
            
            
            (961,300
            )
            
            -
            
            
            -Expired
                employee stock options
            
            
            -
            
            
            -
            
            
            311,717
            
            
            -
            
            
            (311,717
            )
            
            -
            
            
            -Vested
                stock options issued to employees at $0.06per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            40
            
            
            -
            
            
            40Expired
                consultant stock options
            
            
            -
            
            
            -
            
            
            38,500
            
            
            -
            
            
            (38,500
            )
            
            -
            
            
            -Expired
                employee stock options
            
            
            -
            
            
            -
            
            
            99,988
            
            
            -
            
            
            (99,988
            )
            
            -
            
            
            -Beneficial
                conversion of convertible debt
            
            
            -
            
            
            -
            
            
            67,604
            
            
            -
            
            
            -
            
            
            -
            
            
            67,604Stock
                issued to Cornell to retire portion of debenture
            
            
            34,095,618
            
            
            34,096
            
            
            182,140
            
            
            -
            
            
            -
            
            
            -
            
            
            216,236Stock
                issued to Certain Wealth to retire portionof
                debenture
            
            
            22,430,351
            
            
            22,430
            
            
            104,195
            
            
            -
            
            
            -
            
            
            -
            
            
            126,625Stock
                issued to TAIB Bank to retire portionof
                debenture
            
            
            28,058,371
            
            
            28,058
            
            
            130,403
            
            
            -
            
            
            -
            
            
            -
            
            
            158,461Vested
                stock options issued to employees at $0.06per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,415
            
            
            -
            
            
            1,415Warrants
                issued to a consulting firm for servicesservices
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            862
            
            
            -
            
            
            862Warrants
                issued to a manufacturer for servicesservices
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,440
            
            
            -
            
            
            1,440Expired
                consultant stock options
            
            
            -
            
            
            -
            
            
            30,000
            
            
            -
            
            
            (30,000
            )
            
            -
            
            
            -Expired
                employee stock options
            
            
            -
            
            
            -
            
            
            37,500
            
            
            -
            
            
            (37,500
            )
            
            -
            
            
            -Beneficial
                conversion of convertible debt
            
            
            -
            
            
            -
            
            
            170,669
            
            
            -
            
            
            -
            
            
            -
            
            
            170,669Restricted
                shares issued to a consultant at $0.006
            
            
            500,000
            
            
            500
            
            
            2,500
            
            
            -
            
            
            -
            
            
            -
            
            
            3,000Restricted
                shares issued to a consultant at $0.0069
            
            
            317,254
            
            
            317
            
            
            1,872
            
            
            -
            
            
            -
            
            
            -
            
            
            2,189Net
                loss for year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,105,759
            )
            
            (7,105,759
            )Balance,
                December 31, 2006
            
            
            345,675,516
            
            
            345,675
            
            
            9,536,004
            
            
            (195,000
            )
            
            4,382,299
            
            
            (18,452,975
            )
            
            (4,383,997
            )Expired
                employee stock options
            
            
            -
            
            
            -
            
            
            180,000
            
            
            -
            
            
            (180,000
            )
            
            -
            
            
            -Stock
                issued to Cornell to retire portion of debenture
            
            
            15,908,008
            
            
            15,908
            
            
            54,092
            
            
            -
            
            
            -
            
            
            -
            
            
            70,000Stock
                issued to Certain Wealth to retire portionof
                debenture
            
            
            7,063,155
            
            
            7,063
            
            
            24,017
            
            
            -
            
            
            -
            
            
            -
            
            
            31,080Stock
                issued to TAIB Bank to retire portionof
                debenture
            
            
            8,844,852
            
            
            8,845
            
            
            30,075
            
            
            -
            
            
            -
            
            
            -
            
            
            38,920Vested
                stock options issued to employees at $0.06per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            25
            
            
            -
            
            
            25Vested
                stock options issued to employees at $0.0052per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            999,800
            
            
            -
            
            
            999,800Beneficial
                conversion of convertible debt
            
            
            -
            
            
            -
            
            
            46,924
            
            
            -
            
            
            -
            
            
            -
            
            
            46,924Stock
                issued in exchange for shares in subsidiary
            
            
            1,999,323
            
            
            2,000
            
            
            118,739
            
            
            -
            
            
            -
            
            
            -
            
            
            120,739Net
                loss for three months ended March 31, 2007(Unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,602,198
            )
            
            (1,602,198
            )Balance,
                March 31, 2007 (Unaudited)
            
            
            379,490,854
            
            $
            379,490
            
            $
            9,989,852
            
            $
            (195,000
            )
            $
            5,202,124
            
            $
            (20,055,173
            )
            $
            (4,678,707
            )




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


F-4




**EYI
                INDUSTRIES, INC.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**Three
                Months Ended
            
            Three
                Months EndedMarch
                31, 2007
            
            March
                31, 2006(Unaudited)
            
            (Unaudited)**CASH
                FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES**Net
                loss
            
            $
            (1,602,198
            )
            $
            (875,922
            )Loss
                allocated to minority interest
            
            
            -
            
            
            17,420(1,602,198
            )
            
            (893,342
            )Adjustments
                to reconcile net lossto
                net cash used by operating activities:Depreciation
                and amortization
            
            
            6,509
            
            
            4,648Stock
                and warrants issued for employee compensation and
                consulting
            
            
            999,825
            
            
            3,750Loss
                (gain) on valuation of derivative
            
            
            (162,735
            )
            
            -Beneficial
                conversion of convertible debt
            
            
            46,924
            
            
            200,207Discount
                recognized on convertible debt
            
            
            190,087
            
            
            -Decrease
                (increase) in:Accounts
                receivable
            
            
            (42,025
            )
            
            (45,336
            )Other
                accounts receivable
            
            
            (7,728
            )
            
            -Prepaid
                expenses
            
            
            107,409
            
            
            (6,098
            )Inventory
            
            
            (169,580
            )
            
            16,023Deposits
            
            
            2,461
            
            
            5,266Increase
                (decrease) in:Accounts
                payable and accrued liabilities
            
            
            14,315
            
            
            (501,929
            )Accounts
                payable - related parties
            
            
            (101,727
            )
            
            315,584Interest
                payable, convertible debt
            
            
            96,236
            
            
            -Net
                cash used by operating activities
            
            
            (622,227
            )
            
            (901,227
            )**CASH
                FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES**Decrease
                (increase) in property, plant, and equipment
            
            
            (2,771
            )
            
            (18,140
            )Purchase
                of trademarks
            
            
            -
            
            
            -Net
                cash provided by investing activities
            
            
            (2,771
            )
            
            (18,140
            )**CASH
                FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES**Proceeds
                from Cornell SEDA
            
            
            -
            
            
            1,084,565Net
                cash provided by financing activities
            
            
            -
            
            
            1,084,565Net
                increase in cash and cash equivalents
            
            
            (624,998
            )
            
            165,198**CASH
                - Beginning of Year**
            
            
            901,764
            
            
            25,639**CASH
                - End of Period**
            
            $
            276,766
            
            $
            190,837**SUPPLEMENTAL
                CASH FLOW DISCLOSURES:**Interest
                expense paid
            
            $
            98,780
            
            $
            450Income
                taxes paid
            
            $
            -
            
            $
            -**NON-CASH
                INVESTING AND FINANCING TRANSACTIONS:**Stock
                options and warrants granted for consulting and
                compensation
            
            $
            999,825
            
            $
            3,750Beneficial
                conversion of convertible debt
            
            $
            46,924
            
            $
            200,207Gain
                on valuation of derivative
            
            $
            162,735
            
            $
            -Discount
                recognized on convertible debt
            
            $
            190,087
            
            $
            -Stock
                issued to Cornell to retire debenture
            
            $
            70,000
            
            $
            -Stock
                issued to Certain Wealth to retire debenture
            
            $
            31,080
            
            $
            -Stock
                issued to TAIB Bank to retire debenture
            
            $
            38,920
            
            $
            -Stock
                issued in exchange for shares in subsidiary
            
            $
            120,739
            
            $
            -






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




F-5




**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 EYI 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 (hereinafter “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. (hereinafter “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, a water filtration system, and a fuel additive product. 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. The Company's year end is 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. 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 (hereinafter “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 (hereinafter “EYI INTL”). EYI INTL was organized on December 6, 2005 to
      facilitate the expansion throughout other Southeast Asian
      countries.




In
      addition, the Company owns approximately 99% of Essentially Yours Industries,
      Inc. (“EYI”), incorporated on June 21, 2002 in the State of Nevada. EYI markets
      health and wellness care products for use in USA. The Company also owns 51%
      of
      World Wide Buyers’ Club Inc. (hereinafter “WWBC”), a Nevada corporation, which
      was organized by a joint venture agreement effective May 6, 2004.




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, 2006. In the opinion of
      management, all required adjustments which consist of normal recurring accruals
      have been made to the financial statements. Operating
      results for the three months ended March 31, 2007 are not indicative of the
      results that may be expected for the year ending December 31,
      2007.




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.





Concentration
      of Credit Risk


The
      Company maintains its cash in one commercial bank. Although the financial
      institution is considered creditworthy, at March 31, 2007 the Company's cash
      balance exceeded Federal Deposit Insurance Corporation (FDIC) limits by $97,357
      (see Note 13).




F-6





Derivative
      Instruments


The
      Financial Accounting Standards Board issued Statement of Financial Accounting
      Standards No. 133, "Accounting for Derivative Instruments and Hedging
      Activities" (hereinafter "SFAS No. 133"), as amended by SFAS No. 137,
      "Accounting for Derivative Instruments and Hedging Activities - Deferral of
      the
      Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain
      Derivative Instruments and Certain Hedging Activities", and SFAS No. 149,
      "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
      These statements establish accounting and reporting standards for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities. They require that an entity recognize
      all
      derivatives as either assets or liabilities in the balance sheet and measure
      those instruments at fair value.





If
      certain conditions are met, a derivative may be specifically designated as
      a
      hedge, the objective of which is to match the timing of gain or loss recognition
      on the hedging derivative with the recognition of (i) the changes in the fair
      value of the hedged asset or liability that are attributable to the hedged
      risk
      or (ii) the earnings effect of the hedged forecasted transaction. For a
      derivative not designated as a hedging instrument, the gain or loss is
      recognized in income in the period of change.





The
      Company has determined that derivatives existed because of features of the
      convertible debt as of the balance sheet date of March 31, 2007 (See Note
      4.)





Fair
      Value of Financial Instruments


The
      Company's financial instruments as defined by Statement of Financial Accounting
      Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
      include cash, trade accounts receivable, and accounts payable and accrued
      expenses. All instruments are accounted for on a historical cost basis, which,
      due to the short maturity of these financial instruments, approximates fair
      value at March 31, 2007 and December 31, 2006.





Inventory


The
      Company records inventories at the lower of cost or market on a first-in,
      first-out basis. The Company’s product inventory is reviewed each month and also
      when the re-order of the product is necessary. On a monthly basis, the Company’s
      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. An
      allowance is also accrued for products that may not be sold within its
      shelf-life and based on current sales trends. The Company expensed $16,606
      and
      $48,981 for the three months ended March 31, 2007 and twelve months ended
      December 31, 2006 respectively.




A
      re-order review consists of an evaluation of the Company’s 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 products in the following categories:
      dietary supplements, personal care products, water filtration systems, and
      gas
      additive. 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 recognizes 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 $66,607 and $39,990 for the three months ended March
      31,
      2007 and March 31, 2006 respectively. The total sales of the gas additive
      product were $226,640 and $0 for the three months ended March 31, 2007 and
      March
      31, 2006, 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. 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 $4,400,000 and an accumulated deficit at March 31,
      2007. The Company also has 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.




F-7





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, and international
      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 - CONVERTIBLE DEBT**





On
      April
      24, 2006 the Company entered into a securities purchase agreement with 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) was funded two (2) business days prior to the date the registration
      statement was filed with the U.S. Securities and Exchange Commission
      (“ SEC ”)
      and
      (c) one million five hundred thousand dollars ($1,500,000) was 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. During the quarter ended March 31, 2007, the Company
      recognized embedded derivatives in the convertible debentures. (See Note
      4.)





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 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.
      Following EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
      to, and Potentially Settle in, a Company's Own Stock," and SFAS No. 133, the
      Company has recognized an embedded equity derivative in the warrant. For
      accounting and fair value purposes, the equity derivative will be accounted
      for
      as a stock option, following SFAS No. 123(R) for valuation purposes. (See Note
      9.)





**NOTE
      4 - DERIVATIVES**





Derivatives
      have been accounted for in accordance with SFAS 133, as amended, and EITF No.
      00-19, "Accounting for Derivative Financial Instruments Indexed to, and
      Potentially Settled in, a Company's Own Stock." The Company has identified
      that
      the debentures described in Note 3 have embedded derivatives. These embedded
      derivatives have been bifurcated from their respective host debt contracts
      and
      accounted for as derivative liabilities in accordance with EITF 00-19. When
      multiple derivatives exist within the loan agreements, they have been bundled
      together as a single hybrid compound instrument in accordance with SFAS No.
      133,
      Derivatives Implementation Group Implementation Issue No. B-15, "Embedded
      Derivatives: Separate Accounting for Multiple Derivative Features Embedded
      in a
      Single Hybrid Instrument".





The
      embedded derivatives within the loan agreements have been recorded at fair
      value
      at the date of issuance and are marked-to-market each reporting period with
      changes in fair value recorded on the Company's income statement as gain (loss)
      on derivatives.





The
      fair
      value of the derivative liabilities are subject to the changes in the trading
      value of the Company's common stock, as well as other factors. As a result,
      the
      Company's financial statements may fluctuate from quarter-to-quarter based
      on
      factors such as the price of the Company's stock at the balance sheet date
      and
      the amount of shares converted by note holders. Consequently, the Company's
      financial position and results of operations may vary from quarter-to-quarter
      based on conditions other than its operating revenues and expenses.





At
      March
      31, 2007, the Company revalued the derivative embedded in each of the three
      convertible debentures at $370,371 each or a total of $1,111,113. As a result,
      the Company recognized a corresponding gain of $136,181.





At
      March
      31, 2007, the Company also calculated a marked-to-market adjustment for the
      warrants issued to Cornell Capital in connection with the convertible debenture.
      The Company recognized a gain of $26,554 as a result of this
      valuation.




F-8





**NOTE
      5 - ACCOUNTS RECEIVABLE AND CREDIT RISK**





Accounts
      receivable at March 31, 2007 and December 31, 2006 consist primarily of amounts
      due from direct retail clients of EYI.





Other
      Receivables


The
      Company also has a balance owed from two IBAs which were advanced funds pursuant
      to the terms of a letter agreement dated September 19, 2006 and promissory
      notes. As of March 31, 2007, the balance of these receivables was
      $75,310.





**NOTE
      6 - PROPERTY AND EQUIPMENT**





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




**NOTE
      7 - 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 are capitalized and
      amortized using the straight-line method over ten years, representing the
      estimated life of the assets.





**NOTE
      8 - 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, 2007 and December 31, 2006 the Company has
      not
      issued any preferred stock.





Common
      Stock


The
      Company is authorized to issue 3,000,000,000 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, 2007 and March 31, 2007, the Company issued 15,908,008 common shares
      to Cornell Capital to retire $70,000 of convertible debt.





Between
      January 1, 2007 and March 31, 2007, the Company issued 7,063,155 common shares
      to Certain Wealth to retire $31,080 of convertible debt.





Between
      January 1, 2007 and March 31, 2007, the Company issued 8,884,852 common shares
      to TAIB Bank to retire $38,920 of convertible debt.





On
      January 5, 2007, the Company completed a share exchange with certain
      shareholders of EYI. Shareholders received 1,999,323 restricted shares of the
      Company in exchange for shares owned by individuals in our subsidiary,
      Essentially Yours Industries, Inc. Management determined that the value of
      the
      shares issued to this group was equivalent to the remaining portion of minority
      interest in the amount $120,739.





**NOTE
      9 - COMMON STOCK OPTIONS AND WARRANTS**





Financial
      Accounting Standards No. 123R, "Accounting for Stock-Based Compensation"
      (hereinafter "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.





In
      accordance with SFAS No. 123R, 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 options for the period ended March
      31, 2007: estimated risk-free interest rate of 4.625%; no dividends to be paid;
      estimated volatility of 134% and term of two to five years.




F-9





Stock
      Options


During
      the year ending December 31, 2004, the Company’s board of directors approved the
      Stock Compensation Program (“Plan A”) 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.




On
      February 1, 2007, the board of the directors of the Company approved a Stock
      Incentive Plan (“Plan B”) for its employees, directors and consultants. The plan
      is for a total of 250,000,000 restricted shares of common stock and expires
      February 11, 2017. On February 1, 2007 the board of directors also approved
      the
      grants of 235,000,000 stock options to officers, employees and
      consultants




During
      the three months ended March 31, 2007, the Company recognized an expense to
      wages of $999,825 for all vested options.




The
                following table summarizes stock option activity for the three months
                ended March 31, 2007and
                for the year ended December 31, 2006:Three
                Months Ended
            
            Year
                EndedMarch
                31, 2007
            
            December
                31, 2006Shares
            
            Weighted-Average
                Exercise Price
            
            Shares
            
            Weighted-Average
                Exercise PriceOutstanding
                at beginning of period
            
            
            5,265,000
            
            $
            0.0900
            
            
            16,252,390
            
            $
            0.1400Options
                granted
            
            
            236,255,000
            
            $
            0.0052
            
            
            25,000
            
            $
            0.0600Options
                exercised
            
            
            
            
            $
            -
            
            
            
            
            $
            -Options
                canceled/expired
            
            
            3,000,000
            
            $
            0.0052
            
            
            11,012,390
            
            $
            0.1700Outstanding
                at end of period
            
            
            238,520,000
            
            $
            0.0052
            
            
            5,265,000
            
            $
            0.0900Exercisable
                at end of period
            
            
            202,270,000
            
            $
            0.0052
            
            
            5,265,000
            
            $
            0.0900Weighted-average
                fair value of optionsgranted
                during the period
            
            
            
            
            $
            0.0050
            
            
            
            
            $
            0.0600




The
                following table summarizes information about stock options outstanding
                as
                of March 31, 2007:Stock
                Options Outstanding
            
            Stock
                Options ExercisableRange
                of Exercise Prices
            
            Shares
                Outstanding
            
            Weighted-Average
                Remaining Life
            
            Weighted-Average
                Exercise Price
            
            Shares
                Exercisable
            
            Weighted-Average
                Remaining Life
            
            Weighted-Average
                Exercise Price$0.001
                - $0.010
            
            
            235,000,000
            
            
            4.84
            
            $
            0.0052
            
            
            200,000,000
            
            
            4.84
            
            $
            0.0052$0.011
                - $0.22
            
            
            2,270,000
            
            
            1.15
            
            $
            0.1373
            
            
            2,270,000
            
            
            1.15
            
            $
            0.1373





**Warrants**





In
      consideration of the convertible debenture (See Note 3), the Company has also
      issued an aggregate of 124,062,678 common stock purchase warrants dated April
      24, 2006 to Cornell, each exercisable for a period of five years commencing
      April 24, 2006 for the purchase of one share of common stock. The warrants
      provide that the holder cannot exercise the warrants to the extent such exercise
      would cause the holder and its affiliates to own more than 4.99% of our
      outstanding common shares. The warrants have exercise prices, subject to
      adjustment, ranging from $0.02 to $0.40 per share. Each warrant has “piggy back’
registration rights and shall expires five (5) years for the date of issuance,
      on or about April 24, 2011.




F-10




Number
                of Warrants
            
            Weighted
                Average Remaining Life
            
            Average
                Exercise PriceOutstanding
                andexercisable
            
            
            131,006,548
            
            
            4.07
            
            $
            0.09




**NOTE
      10 - COMMITMENTS AND CONTINGENCIES**





Purchase
      Agreement


On
      June
      30, 2002, EYI entered into a distribution and license agreement with a company
      that gives EYI the exclusive right to market, sell and distribute certain
      products for a five-year renewable term. Management estimates that 76% of EYI’s
      sales volume results from products supplied under this licensing
      agreement.





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





In
      the
      event that EYI 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 prior. Accordingly, the Company has not
      made
      any accrual of license fees to the financial statements. EYI continues to
      purchase Nutri Diem products on a regular basis.





Manufacturing
      Agreement


On
      October 12, 2006, the Company entered into a definitive agreement with Mach
      3
      Technologies Group, LLC. (“Mach 3”) who will provide EYI with the exclusive
      rights to the fuel enhancement product ME2 in the US, Canada and Mexico for
      a
      period of three years. Pursuant to the agreement, the Company must purchase
      $1,000,000, $6,000,000, and $12,000,000 respectively in each of the first three
      years of the contract. In addition to the unit price of the ME2 product, Mach
      3
      will also receive warrants to purchase the Company’s common stock with each
      product purchase order. The maximum number of warrants that can be issued to
      Mach 3 is 15,000,000. In connection with purchase orders issued in October
      2006,
      the Company issued Mach 3 a total of 967,680 warrants with an exercise price
      of
      $0.06.





Lease
      Payments


The
      Company has operating lease commitments for its premises and office equipment.
      The minimum annual lease commitments are as follows:





Year
                ended December 31,
            
            Minimum
                Amount2007
            
            $
            163,2852008
            
            
            141,8412009
            
            
            147,0132010
            
            
            152,1862011
            
            
            157,358





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.





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 sales 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.




F-11





Action
      by the State of Texas, et al


On
      August
      25, 2006 the State of Texas filed a Plaintiffs’ First Amended Original Petition
      in the District Court of Travis County, Texas naming Essentially Yours
      Industries, Inc. A/K/A Essentially Yours Corp. A/K/A Burrard Capital, Inc.
      a
      foreign (NV) Corporation. The action arises from EYI's predecessor organization,
      Essentially Yours Industries, Corp., a British Columbia Corporation's unpaid
      sales tax for the State of Texas in the amount of $179,094.84 plus interest
      and
      costs. Management
      believes that there is a remote possibility that the plaintiff will be
      successful in this action and no liability has been recorded as of March 31,
      2007.





**NOTE
      11 - DISCONTINUED OPERATIONS**





During
      the year 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, 2007 and December 31, 2006.





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
      12 - RELATED PARTY NOTE PAYABLE**





The
      Company issued a promissory note for a total of $50,000 in December 2003. The
      note is unsecured, non-interest bearing and payable upon demand. This note
      has a
      remaining balance of $50,000 at March 31, 2007.





**NOTE
      13 - 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. Additionally, the Company maintains funds in Hong
      Kong
      where none of the funds are insured. At March 31, 2007 and December 31, 2006,
      a
      total of $155,269 and $56,088 respectively, was not insured.





Economic
      Dependence


During
      the year, the Company purchased approximately 76% 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 10.)




**NOTE
      14 - 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. (“EYI”), 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 EYI 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 EYI Corp.




F-12





**NOTE
      15 - SUBSEQUENT EVENTS**




Between
      April 1, 2007 and May 14, 2007, The Company issued 13,873,170 common shares
      to
      Cornell Capital to retire $57,900 of convertible debt.





Between
      April 1, 2007 and May 14, 2007, The Company issued 6,159,686 common shares
      to
      Certain Wealth to retire $25,708 of convertible debt.





Between
      April 1, 2007 and May 14, 2007, The Company issued 7,713,482 common shares
      to
      TAIB Bank to retire $32,192 of convertible debt.





On
      April
      14, 2007, The Company issued an unsecured promissory note to an employee for
      $10,488 CDN.




F-13




**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 26 products in four categories: dietary supplements, personal
      care products, water filtration systems and a fuel additive product. Our most
      successful product is Calorad, a liquid collagen-based dietary supplement
      presently available in the market. Our products are marketed through a network
      marketing program in which independent business associates ("IBAs") purchase
      products for resale to retail customers, as well as for their own personal
      use.
      We have a list of over 385,000 IBAs, of which approximately 8,400 we consider
      "active". An "active" IBA is one who has purchased our products within the
      preceding 12 months. Approximately 2,500 of these IBAs are considered "very
      active". A "very active" IBA is one who is on our Convenience Program and is
      current with their annual administration fee. Our Convenience Program allows
      our
      IBAs to set up a reoccurring order that is automatically shipped to them each
      month.




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. Qualified IBAs may also earn additional commissions
      under the Management Matching Bonus (“MMB”) program.




On
      an
      ongoing basis, we review our product line for duplication and sales trends
      and
      make adjustments accordingly. As of December 31, 2006, our product line
      consisted of: (i) 18 dietary supplement products; (ii) 5 personal care products,
      consisting primarily of cosmetic and skin care products; (iii) 2 water
      filtration system products; (iv)1 fuel additive product. Our products are
      primarily manufactured by Nutri-Diem, Inc., ("NDI") and sold by us under a
      license and distribution agreement with NDI. 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, the Philippines and Hong Kong.




We
      believe that our network marketing system is suited to marketing dietary
      supplements, personal care products, water filtration systems and fuel additive
      products 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.




1




**Recent
      Corporate Developments**




We
      experienced the following significant developments through the date of this
      filing:




·
            On
                May 1, 2007 the Company entered into consulting agreements with Flaming
                Gorge, Inc. a company controlled by Mr. Jay Sargeant and Global Mutual
                Benefit Network, Inc., a company controlled by Mr. Dori O'Neill to
                provide
                consulting services to the Company for a period of five years effective
                May 1, 2007.





·
            On
                April 30, 2007 we received letters from Flaming Gorge, Inc., a company
                controlled by Mr. Jay Sargeant and O'Neill Enterprises, Inc., a company
                controlled by Mr. Dori O'Neill, requesting the termination of their
                respective consulting agreements with the Company and requesting
                waiver of
                the one year notice requirement. The Company agreed to the termination
                effective April 30, 2007.




·
            On
                April 14, 2007, the Company entered into a promissory note for a
                loan in
                the amount of $10,488 CDN and $15,000 US to an employee of the Company.




·
            On
                February 1, 2007, the Board of the Directors of the Company approved
                a
                Stock Incentive Plan for its employees, directors and consultants.
                The
                plan is for a total of 250,000,000 restricted shares of common stock
                and
                expires February 11, 2017. On February 1, 2007 the Board of Directors
                also
                approved the grants of 235,000,000 stock options to our officers,
                employees and consultants.




·
            On
                January 23, 2007, EYI entered into a web site design and development
                agreement with Colossal Head Communications ("Colossal"). Compensation
                for
                Colossal will be paid after completion of stages in the project,
                which is
                expected to be completed in sixteen weeks once work commences. The
                estimated cost is $40,000. Scheduling of phase two of this project
                is in
                progress.





·
            On
                January 5, 2007, the Company completed a share exchange with certain
                shareholders of EYI. Shareholders received 1,999,323 restricted shares
                of
                the Company in exchange for shares owned by individuals in our subsidiary,
                Essentially Yours Industries, Inc.





·
            On
                January 1, 2007, EYI entered into a Consulting Agreement with New
                U, Inc.
                ("New U") for a six month term. New U will receive $2,000 per month
                compensation for providing consulting services.




**Growth
      Strategy**




*Leadership
      Training and Support.* -
      We
      believe that a key indication of growth is the addition and retention of IBAs.
      In order to successful attract and retain, we must continue to provide the
      necessary training and guidance to both our mature and new distributors. We
      accomplish this by offering the following support services:




a)
            We
                host up to 6 live training calls per week to teach business building
                techniques and to provide essential product information




b)
            We
                provide a comprehensive business and product training manual(“Success
                Planner”) to each new IBA. An electronic version of the Success Planner is
                available to all our IBAs through our on-line
                platform.




c)
            We
                provide a 24/7 online training community in which our IBAs can ask
                questions about products, training, and business growth.




d)
            Live
                training calls are taped and then posted on-line




e)
            We
                promote consignment centers to both act as a fulfillment center for
                product orders but also to serve as a training location for local
                IBAs




2




f)
            Our
                management team provides specialized training to our team leaders
                through
                one-on-one calls or conference
                calls




g)
            We
                assist with the coordination of regional training events and periodically
                send members of our management team as guest
                speakers.




h)
            Our
                customer service department offers one-on-one assistance to our
                IBAs




*New
      Product Introduction* . - We
      believe that a component of our future growth is attributed to offering quality
      products that are in-demand. Our strategy is to work with our existing
      manufacturers to improve our existing product formulation and to seek out new
      products that may fit within our product line.




·
            *Ultimate
                ME2*-
                In October 2006, EYI signed a definitive agreement with Mach 3. Through
                this agreement, Mach 3 has granted EYI the right to market the fuel
                enhancement product Ultimate ME2 (“ME2”). ME2 is a non-polluting fuel
                performance additive product that enhances and creates efficient
                combustion that cools the engine of vehicles. Test results indicate
                that
                automobiles using ME2 will create fewer emissions for the environment,
                their engines will run smoother and will consume less fuel. In October
                2006, EYI placed its first purchase order of the ME2 product and
                received
                delivery at the end of December Our first quarter 2007 financial
                statements indicate that this product represented approximately 20%
                of our
                overall sales.




*International
      Expansion* *.* -
      We
      believe that there is a demand for our products outside of USA and Canada. ** Our
      Hong
      Kong office was opened in September 2005 and during 2006, EYI entered into
      a
      definitive agreement with Orientrends, Inc. (“Orientrends”). Orientrends has
      opened an office which will serve as a distribution center of EYI’s products
      within the Philippines. EYI is currently working with Orientrends to establish
      their marketing platform, assist in training their staff and providing
      managerial guidance to assist with their business launch. We anticipate that
      initial sales will begin in the second quarter of 2007.




Additional
      new markets may be considered based on an evaluation of key factors such as
      potential market size, product demand, reception to network marketing, and
      review of governing regulations. We believe that we have infrastructure to
      support new locations should they meet our requirements.




*Distributor
      Commission Pay Plan Enhancement* .




We
      offer
      a very competitive global sales compensation plan that pays up to 50% of the
      gross wholesale binary sales. Under our global compensation plan, a distributor
      is paid for the distributor’s own product sales and for product sales in that
      distributor’s downline distributor network across all geographic regions.




We
      periodically make modifications and enhancements to our global compensation
      plan
      to help motivate distributors. In
      2007,
      we intend to launch a further enhancement to our commission pay plan called
      Environmental Hero Awards (“EHA”). This program is designed to run in
      conjunction with our existing compensation program and will allow eligible
      IBA’s
      to generate bonuses paid from a separate pool of up to 5% of our binary product
      sales. Management believes that this new commission plan addendum will encourage
      the sales of our environmentally friendly product Ultimate ME2, as well as
      our
      other products.




**RESULTS
      OF OPERATIONS**




***First
      Quarter Summary***




**Summary
                of Quarterly Results****Three
                months ended****31-Mar-07**
            
            **31-Mar-06**
            
            **Variance**Revenue
            
            $
            1,181,166
            
            $
            1,108,759
            
            $
            72,407
            
            
            7
            %Cost
                of goods sold
            
            $
            363,063
            
            $
            287,952
            
            $
            75,111
            
            
            26
            %Gross
                profit before commissions expense
            
            $
            818,103
            
            $
            820,807
            
            
            ($2,704
            )
            
            0
            %Commission
                expense
            
            $
            416,877
            
            $
            385,443
            
            $
            31,434
            
            
            8
            %Gross
                profit after cost of goods sold and commissions
            
            $
            401,226
            
            $
            435,364
            
            
            ($34,138
            )
            
            -8
            %Operating
                expenses
            
            $
            1,836,326
            
            $
            1,324,360
            
            $
            511,966
            
            
            39
            %Operating
                loss
            
            
            ($1,435,100
            )
            
            ($888,996
            )
            
            ($546,104
            )
            
            61
            %





3




**Revenues**




During
      the three months ended March 31, 2007 we had total revenues of $1,181,166 as
      compared to revenues of $1,108,759 for the same period in 2006 which represents
      an increase of $72,407 or 7%. The increase in our revenues can be primarily
      attributed to the following factors:




·
            Increase
                in new IBA's who paid the annual membership
                fees




·
            Increased
                product sales of Ultimate ME2




**Gross
      Profit**




During
      the three months ended March 31, 2007 as compared to the same period in 2006,
      we
      had gross profits of $818,103 and $820,807 respectively. This represents a
      slight decline of $2,704.




**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****Three
                months ended****31-Mar-07**
            
            **31-Mar-06**
            
            **Variance**Administration
                fees
            
            $
            66,607
            
            $
            39,990
            
            $
            26,617
            
            
            67
            %Binary
                Sales
            
            $
            835,756
            
            $
            762,194
            
            $
            73,562
            
            
            10
            %Direct
                sales
            
            $
            172,091
            
            $
            201,677
            
            
            ($29,586
            )
            
            -15
            %Affiliate
                sales
            
            $
            101,595
            
            $
            100,612
            
            $
            983
            
            
            1
            %Sales
                Aids
            
            $
            5,117
            
            $
            4,285
            
            $
            832
            
            
            19
            %$
            1,181,166
            
            $
            1,108,759
            
            $
            72,405
            
            
            7
            %




Details
      of the most significant changes from the quarter ended March 31, 2007 to the
      quarter ended March 31, 2006 are detailed below:





*Administration
      fees* - We
      realized a 67% increase in administration fee revenue in the March 2007 quarter
      over the same period in 2006. We believe that this improvement in attracting
      a
      greater number of new IBAs is related to two key factors:





·
            the
                launch of our newest product, Ultimate ME2,
                and


·
            improvements
                made to our Compensation Plan during
                2006





*Binary
      sales* - The
      binary sales segment represents $835,756 or 71% of the total revenue earned
      during the quarter ended March 31, 2007, as compared to $762,194 or 69% of
      the
      total revenues earned during the quarter ended March 31, 2006. Management
      believes that the 10% improvement in binary sales is directly related to the
      sales of Ultimate ME2.





4




*Direct
      sales* - The
      direct sales segment represents $172,091 or 15% of the total revenue earned
      during the quarter ended March 31, 2007, as compared to $201,677 or 18% of
      the
      total revenues earned during the quarter ended March 31, 2006. No commissions
      are paid out on direct sales.




**Expenses**





Operating
      expenses :





The
      following table summarizes operating expenditures for the periods
      indicated:




**Operating
                Expenses****Three
                months ended****31-Mar-07**
            
            **31-Mar-06**
            
            **Variance**Consulting
                fees
            
            $
            198,574
            
            $
            259,736
            
            
            -$61,162
            
            
            -24
            %Legal
                and professional fees
            
            $
            25,788
            
            $
            74,482
            
            
            -$48,694
            
            
            -65
            %Customer
                service
            
            $
            30,823
            
            $
            40,416
            
            
            -$9,593
            
            
            -24
            %Finance
                and administration
            
            $
            169,365
            
            $
            499,973
            
            
            -$330,608
            
            
            -66
            %Sales
                and marketing
            
            $
            25,138
            
            $
            78,624
            
            
            -$53,486
            
            
            -68
            %Telecommunications
            
            $
            44,426
            
            $
            30,660
            
            $
            13,766
            
            
            45
            %Wages
                and benefits
            
            $
            1,270,920
            
            $
            277,571
            
            $
            993,349
            
            
            358
            %Warehouse
                expense
            
            $
            71,292
            
            $
            62,898
            
            $
            8,394
            
            
            13
            %$
            1,836,326
            
            $
            1,324,360
            
            $
            511,966
            
            
            39
            %





We
      incurred operating expenses in the amount of $1,836,326 during the three months
      ended March 31, 2007, compared to $1,324,360 for the three months ended March
      31, 2006. The following explains the most significant changes for the periods
      presented:




*Consulting
      fees* - For
      the three months ended March 31, 2007, consulting fees totaled $198,574 as
      compared to $259,736 for the three months ended March 31, 2006. The 24% decline
      is the result of the eliminated fees to a consultant that was present in
      2006.




*Legal
      and professional fees* - For
      the three months ended March 31, 2007, legal and professional fees totaled
      $25,788 as compared to $74,482 for the three months ended March 31, 2006. The
      65% decline is the elimination of fees paid to legal
      representation.




*Customer
      Service* - For
      the three months ended March 31, 2007, customer services fees totaled $30,823,
      as compared to $40,416 for the three months ended March 31, 2006. These
      expenditures represent the services provided by EYI Corp. pursuant to the terms
      of their management agreement with our subsidiary Essentially Yours Industries,
      Inc. (“EYI”). The reduction of expenditures is related to EYI 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, 2007, finance and administration fees totaled
      $169,365 and represented 9% of our total operating expenditures, as compared
      to
      $499,973 or 38% of the total operating expenditures for the three months ended
      March 31, 2006. The net decrease of $330,608 or 66% is primarily attributed
      to
      the elimination of a large
      portion of the Hong Kong office’s overhead costs as well as a reduction in stock
      promotional fees.




*Sales
      & Marketing* The
      Sales and Marketing expenses for the three months ended March 31, 2007 were
      $25,138 as compared to $78,624 for the three months ended March 31, 2006. During
      the quarter ended March 31, 2006, we paid $28,300 for a product registration
      fee.




*Wages
      and benefits* - For
      the three months ended March 31, 2007, wages and benefits totaled $1,270,920
      and
      represented 69% of our total operating expenditures, as compared to $277,571
      or
      21% of the total operating expenditures for the three months ended March 31,
      2006. During the quarter ended March 31, 2007, we expensed approximate
      $1,000,000 for vested stock options whereas for the same quarter in the 2006,
      no
      employee stock options vested.




5




The
      following table summarizes other income and expenditures for the periods
      indicated:





**Other
                Income (Expenses)**
            
            **Three
                months ended****31-Mar-07**
            
            **31-Mar-06**
            
            **Variance**Interest
                and other income
            
            $
            201
            
            
            ($8,565
            )
            $
            8,766Interest
                expense
            
            
            ($98,780
            )
            
            ($450
            )
            
            ($98,330
            )Financing
                fees
            
            
            ($237,012
            )
            $
            0
            
            
            ($237,012
            )Gain/(Loss)
                on derivative
            
            $
            162,735
            
            $
            0
            
            $
            162,735Foreign
                currency gain (discount)
            
            $
            5,758
            
            $
            4,669
            
            $
            1,089($167,098
            )
            
            ($4,346
            )
            
            ($162,752
            )





**Other
      Income (Expense)** **:**





*Interest
      expense* - For
      the quarter ended March 31, 2007 and March 31, 2006, we expensed $98,780 and
      $450 respectively. The current year's results include the interest charged
      to us
      pursuant to our debentures with Cornell Capital, TAIB Bank, and Certain
      Wealth.





*Financing
      fees* - For
      the quarter ended March 31, 2007, we incurred total financing fees of $237,012
      which relate to expenses charged pursuant to our debentures with Cornell
      Capital, TAIB Bank, and Certain Wealth.





*Gain
      on derivatives* **** -
      For the
      quarter ended March 31,2007, the Company reported a gain on derivatives in
      the
      amount of $162,735, which is made up of the following two
      components:





·
            At
                March 31, 2007, the Company revalued the derivative embedded in each
                of
                the three convertible debentures at $370,371 each or a total of
                $1,111,113. For the quarter ended March 31, 2007, the Company recognized
                a
                corresponding gain of $136,181.





·
            At
                March 31, 2007, the Company also calculated a marked-to-market adjustment
                for the warrants issued to Cornell Capital in connection with the
                convertible debenture. For the quarter ended March 31, 2007, the
                Company
                recognized a gain of $26,554 as a result of this
                valuation.




**FINANCIAL
      CONDITION**




**Cash
      and Working Capital**




**Working
                Capital**
            
            **As
                at**
            
            **As
                at****31-Mar-07**
            
            **31-Mar-06**
            
            **Variance**Current
                assets
            
            $
            1,391,035
            
            $
            1,904,110
            
            
            ($513,075
            )
            
            -27
            %Current
                Liabilities
            
            $
            5,824,913
            
            $
            5,928,737
            
            
            ($103,823
            )
            
            -2
            %Working
                Capital (deficit)
            
            
            ($4,433,878
            )
            
            ($4,024,627
            )
            
            ($409,251
            )
            
            10
            %




We
      had
      cash of $276,766 as at March 31, 2007, compared with cash of $901,764 as at
      December 31, 2006. We had a working capital deficit at March 31, 2007 and
      December 31, 2006 of $4,433,878 and $4,024,627 respectively.




**Cash
      Used in Operating Activities**




6




Cash
      used
      in operating activities for the three months ended March 31, 2006 was $622,227
      compared to $901,227 for the comparative period in 2006, representing a decrease
      of $279,000 or 31%.




**Cash
      Provided by Financing Activities**




Cash
      provided by financing activities for the three months ended March 31, 2007
      was
      $0, compared to $1,084,565 for the three months ended March 31, 2006. 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 $4,400,000 and an accumulated deficit of
      approximately $20,000,000 incurred through March 31, 2007.




Our
      current sources of working capital may not be sufficient to satisfy our
      anticipated current working capital needs. In the event we do not receive
      further financing from Cornell or other third parties to fully implement our
      business plan we may be required to seek additional financing. We may not be
      able to obtain additional working capital on acceptable terms, or at all.
      Accordingly, there is substantial doubt about our ability to continue as a
      going
      concern. We anticipate that any additional financing would be through the sales
      of our common or preferred stock or placement of convertible debt.




In
      the
      event that we are unable to raise additional financing on acceptable terms,
      then
      we may have to scale back our plan of operations and operating expenditures.
      We
      anticipate that we will continue to incur losses until such time as the revenues
      we are able to generate from sales and licensing of our products exceed our
      increased operating expenses. We base this expectation in part on the
      expectation that we will incur increased operating expenses in completing our
      stated plan of operations and there is no assurance that we will generate
      revenues that exceed these expenses.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




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




**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.





***Accounting
      for 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.





7





**Derivative
      Instruments**





The
      Financial Accounting Standards Board issued Statement of Financial Accounting
      Standards No. 133, “Accounting for Derivative Instruments and Hedging
      Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137,
“Accounting for Derivative Instruments and Hedging Activities - Deferral of
      the
      Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain
      Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149,
“Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.
      These statements establish accounting and reporting standards for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities. They require that an entity recognize
      all
      derivatives as either assets or liabilities in the balance sheet and measure
      those instruments at fair value.





If
      certain conditions are met, a derivative may be specifically designated as
      a
      hedge, the objective of which is to match the timing of gain or loss recognition
      on the hedging derivative with the recognition of (i) the changes in the fair
      value of the hedged asset or liability that are attributable to the hedged
      risk
      or (ii) the earnings effect of the hedged forecasted transaction. For a
      derivative not designated as a hedging instrument, the gain or loss is
      recognized in income in the period of change.





**Earnings
      Per Share**





The
      Company has adopted Statement of Financial Accounting Standards No. 128, which
      provides for calculation of “basic” and “diluted” earnings per share. Basic
      earnings per share includes no dilution and is computed by dividing net income
      (loss) available to common shareholders by the weighted average common shares
      outstanding for the period. Diluted earnings per share reflect the potential
      dilution of securities that could share in the earnings of an entity similar
      to
      fully diluted earnings per share. Basic and diluted loss per share was the
      same,
      at the reporting dates, as inclusion of the common stock equivalents would
      be
      anti-dilutive.





**Foreign
      Currency Translation and Other Comprehensive Income**





The
      Company has adopted Financial Accounting Standard No. 52. Monetary assets and
      liabilities denominated in foreign currencies are translated into United States
      dollars at rates of exchange in effect at the balance sheet date. Gains or
      losses are included in income for the year. Non-monetary assets, liabilities
      and
      items recorded in income arising from transactions denominated in foreign
      currencies are translated at rates of exchange in effect at the date of the
      transaction.





As
      the
      Company’s functional currency is the U.S. dollar, and all translation gains and
      losses are transactional, the Company has no assets with value recorded in
      Canadian dollar, and there is no recognition of other comprehensive income
      in
      the financial statements.





**Foreign
      Currency Valuation and Risk Exposure**





While
      the
      Company’s functional currency is the U.S. dollar and the majority of its
      operations are in the United States, the Company maintains its main operations
      office in Burnaby, British Columbia. The assets and liabilities relating to
      the
      Canadian operations are exposed to exchange rate fluctuations. Assets and
      liabilities of the Company’s foreign operations are translated into U.S. dollars
      at the year-end exchange rates, and revenue and expenses are translated at
      the
      average exchange rate during the period. The net effect of exchange difference
      arising from currency translation is disclosed as a separate component of
      stockholders’ equity. Realized gains and losses from foreign currency
      transactions are reflected in the results of operations.





**Income
      Taxes**





The
      Company's accounts for income taxes under the provisions of Statement of
      Financial Accounting Standards No. 109, “Accounting for Income Taxes”. This
      statement requires the recognition of deferred tax liabilities and assets for
      the future consequences of events that have been recognized in the Company's
      consolidated financial statement or tax returns. Measurement of the deferred
      items is based on enacted tax laws. In the event the future consequences of
      differences between financial reporting bases and tax bases of EYI assets and
      liabilities results in a deferred tax asset, SFAS No. 109 requires an evaluation
      of the probability of being able to realize the future benefits indicated by
      such an asset. A valuation allowance related to a deferred tax asset is recorded
      when it is more likely than not that some portion or all of the deferred tax
      asset will not be realized.





**Long-Lived
      Assets**





In
      accordance with Statement of Financial Accounting Standards No. 144, “Accounting
      for the Impairment or Disposal of Long-Lived Assets”. This standard establishes
      a single accounting model for long-lived assets to be disposed of by sale,
      including discontinued operations, and requires that these long-lived assets
      be
      measured at the lower of carrying amount or fair value less cost to sell,
      whether reported in continuing operations or discontinued operations.
      Accordingly, the Company reviews the carrying amount of long-lived assets for
      impairment where events or changes in circumstances indicate that the carrying
      amount may not be recoverable. The determination of any impairment would include
      a comparison of estimated future cash flows anticipated to be generated during
      the remaining life of the assets to the net carrying value of the assets. For
      the year ended December 31, 2006, no impairments have been
      identified.




8





**Revenue
      Recognition**





The
      Company is in the business of selling nutritional products in the following
      categories: dietary supplements, personal care products, water filtration
      systems, and gas additive. 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 recognizes
      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 $66,607 and $39,990 for the three
      months ended March 31, 2007 and March 31, 2006 respectively. The total sales
      of
      the gas additive product were $226,640 and $0 for the three months ended March
      31, 2007 and March 31, 2006.





**Segment
      Information**





The
      Company adopted Statement of Financial Accounting Standards No. 131,
“Disclosures about Segments of an Enterprise and Related Information,”
(hereafter “SFAS No. 131”) which supersedes SFAS No. 14, “Financial Reporting
      for Segments of a Business Enterprise,” replacing the “industry segment”
approach with the “management” approach. The management approach designates the
      internal organization that is used by management for making operating decisions
      and assessing performance as the source of the Company's reportable segments.
      SFAS No. 131 also requires disclosures about products and services, geographic
      areas and major customers. The adoption of SFAS No. 131 did not affect the
      Company's results of operations or financial position.





**Recent
      Accounting Pronouncements**





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





In
      February, 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities - Including an amendment of FASB Statement
      No.
      115” (hereinafter SFAS No. 159”). This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. This Statement is expected to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. This statement is effective
      as of the beginning of an entity’s first fiscal year that begins after November
      15, 2007, although earlier adoption is permitted. Management has not determined
      the effect that adopting this statement would have on the Company’s financial
      condition or results of operation.





In
      September, 2006, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87,88,106, and 132(R)” (hereinafter :SFAS No. 158”). This statement requires
      an employer to recognize the overfunded or underfunded statues of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a not
      for
      profit organization. This statement also requires an employer to measure the
      funded status of a plan as of the date of its year end statement of financial
      position, with limited exceptions. The adoption of this statement had no
      immediate material effect on the Company’s financial condition or results of
      operations.




9





In
      September, 2006, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter
“SFAS No. 157”). This statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosure about fair value measurements. This statement applies under
      other accounting pronouncements that require or permit fair value measurements.
      This statement does not require any new fair value measurements, but for some
      entities, the application of this statement may change current practice. The
      adoption of this statement had no immediate material effect on the Company’s
      financial condition or results of operations.





In
      June
      2006, the Financial Accounting Standards Board issued FASB Interpretation No.
      48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      FIN
      48 also provides guidance on de-recognition, classification, interest and
      penalties, accounting in interim periods, disclosure and transition. FIN 48
      is
      effective for fiscal years beginning after December 15, 2006. The Company does
      not expect the adoption of FIN 48 to have a material impact on its financial
      reporting, and the Company is currently evaluating the impact, if any the
      adoption of FIN 48 will have on its disclosure requirements.





In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets-an
      amendment of FASB Statement No. 140.”  This statement requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a servicing contract
      in
      any of the following situations: a transfer of the servicer’s financial assets
      that meets the requirements for sale accounting; a transfer of the servicer’s
      financial assets to a qualifying special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale securities or trading
      securities; or an acquisition or assumption of an obligation to service a
      financial asset that does not relate to financial assets of the servicer or
      its
      consolidated affiliates.  The statement also requires all separately
      recognized servicing assets and servicing liabilities to be initially measured
      at fair value, if practicable and permits an entity to choose either the
      amortization or fair value method for subsequent measurement of each class
      of
      servicing assets and liabilities.  The statement further permits, at its
      initial adoption,  a one-time reclassification of available for sale
      securities to trading securities by entities with recognized servicing rights,
      without calling into question the treatment of other available for sale
      securities under Statement 115, provided that the available for sale securities
      are identified in some manner as offsetting the entity’s exposure to changes in
      fair value of servicing assets or servicing liabilities that a servicer elects
      to subsequently measure at fair value and requires separate presentation of
      servicing assets and servicing liabilities subsequently measured at fair value
      in the statement of financial position and additional disclosures for all
      separately recognized servicing assets and servicing liabilities. This statement
      is effective for fiscal years beginning after September 15, 2006, with early
      adoption permitted as of the beginning of an entity’s fiscal year. Management
      believes the adoption of this statement will have no impact on the Company’s
      financial condition or results of operations.





In
      February 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
      Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
      No. 155”). This statement established the accounting for certain derivatives
      embedded in other instruments.  It simplifies accounting for certain hybrid
      financial instruments by permitting fair value remeasurement for any hybrid
      instrument that contains an embedded derivative that otherwise would require
      bifurcation under SFAS No. 133 as well as eliminating a restriction on the
      passive derivative instruments that a qualifying special-purpose entity (“SPE”)
      may hold under SFAS No. 140.  This statement allows a public entity to
      irrevocably elect to initially and subsequently measure a hybrid instrument
      that
      would be required to be separated into a host contract and derivative in its
      entirety at fair value (with changes in fair value recognized in earnings)
      so
      long as that instrument is not designated as a hedging instrument pursuant
      to
      the statement.  SFAS No. 140 previously prohibited
      a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This
      statement is effective for fiscal years beginning after September 15, 2006,
      with
      early adoption permitted as of the beginning of an entity’s fiscal year.
      Management believes the adoption of this statement will have no impact on the
      Company’s financial condition or results of operations.





In
      May
      2005, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 154, “Accounting Changes  and Error 
Corrections,” (hereinafter “SFAS No. 154”) which replaces Accounting 
Principles Board Opinion No. 20, “Accounting  Changes,” and SFAS No. 3,
“Reporting Accounting Changes in Interim Financial Statements - An Amendment
      of
      APB Opinion No. 28.”  SFAS No. 154 provides guidance on accounting for and
      reporting changes in accounting principle and error corrections.  SFAS No.
      154 requires that changes in accounting principle be applied retrospectively
      to
      prior period financial statements and is effective for fiscal years beginning
      after December 15, 2005.  The Company does not expect SFAS No. 154 to have
      a material impact on its consolidated financial position, results of operations,
      or cash flows.




10





In
      March
      2005, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement
      Obligations.”  FIN 47 clarifies that the term “conditional asset retirement
      obligation,” which as used in SFAS No. 143, “Accounting for Asset Retirement
      Obligations,” refers to a legal obligation to perform an asset retirement
      activity in which the timing and (or) method of settlement are conditional
      on a
      future event that may or may not be within the control of the entity.  The
      entity must record a liability for a “conditional” asset retirement obligation
      if the fair value of the obligation can be reasonably estimated.  FIN 47
      also clarifies when an entity would have sufficient information to reasonably
      estimate the fair value of an asset retirement obligation.   FIN 47 is
      effective no later than the end of fiscal years ending after December 15,
      2005.




**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, 2007, we had an accumulated deficit of $20,055,173. 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,
      2006, relative to our ability to continue as a going concern. We have negative
      working capital of approximately $4,400,000 and an accumulated deficit incurred
      through March 31, 2007, 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.




**Failure
      To Expand Into, Or To Succeed In, New International Markets Will Limit Our
      Ability To Grow Sales Of Our Products**





We
      believe that our ability to achieve future growth is dependent in part on our
      ability to continue our international expansion efforts. However, there can
      be
      no assurance that we could be able to enter new international markets on a
      timely basis, or that new markets would be profitable. We must overcome
      significant regulatory and legal barriers before we can begin marketing in
      any
      foreign market. Our operations in some markets also may be adversely affected
      by
      political, economic and social instability in foreign countries.





11




We
      may be
      required to reformulate certain of our products before commencing sales in
      a
      given country. Once we have entered a market, we must adhere to the regulatory
      and legal requirements of that market. No assurance can be given that we would
      be able to successfully reformulate our products in any of our potential
      international markets to meet local regulatory requirements or attract local
      customers. The failure to do so could result in increased costs of producing
      products and adversely affect our financial condition. There can be no assurance
      that we would be able to obtain and retain necessary permits and approvals.





Also,
      it
      is difficult to assess the extent to which our products and sales techniques
      would be accepted or successful in any given country. In addition to significant
      regulatory barriers, we may also encounter problems conducting operations in
      new
      markets with different cultures and legal systems from those encountered
      elsewhere.





Additionally,
      in many markets, other network marking companies already have significant market
      penetration, the effect of which could be to desensitize the local distributor
      population to a new opportunity, or to make it more difficult for us to recruit
      qualified distributors. There can be no assurance that, even if we were able
      to
      commence operations in new foreign countries, there would be a sufficiently
      large population of potential distributors inclined to participate in a network
      marketing system offered by us. We believe our future success could depend
      in
      part on our ability to integrate our business methods, including our distributor
      compensation plan, across all markets in which our products are sold. If we
      are
      unable to expand our operations in new international markets, we could be forced
      to curtail our business operations.





**Our
      Marketing System Could Be Found To Not Comply With Applicable Laws and
      Regulations**





We
      currently have IBAs in the United States, Canada, Hong Kong and the Philippines.
      We review the requirements of various states, as well as seek legal advice
      regarding the structure and operation of our selling organization to ensure
      that
      it complies with all of the applicable laws and regulations pertaining to
      network sales organizations. On the basis of these efforts and the experience
      of
      our management, we believe that we are in compliance with all applicable federal
      and state regulatory requirements. We have not obtained any no-action letters
      or
      advance rulings from any federal or state security regulator or other
      governmental agency concerning the legality of our operations, nor are we
      relying on a formal opinion of counsel to such effect. We, accordingly, are
      subject to the risk that, in one or more of our markets, our marketing system
      could be found to not comply with applicable laws and regulations. Our failure
      to comply with these regulations could have a material adverse effect on us
      in a
      particular market or in general.





We
      are
      subject to the risk of challenges to the legality of our network marketing
      organization, including claims by our distributors, both individually and as
      a
      class. Most likely these claims would be based on our network marketing program
      allegedly being 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.





**Adverse
      Publicity With Respect To Nutritional, Water Filtration or Fuel Additive
      Products May Force Us To Curtail Or Cease Our Business
      Operations**





In
      the
      future, scientific research and/or publicity may not be favorable with respect
      to the products we market and sell. Future reports of unfavorable to our
      products could force us to curtail or cease our business
      operations.





Because
      of our dependence upon consumer perceptions, adverse publicity associated with
      illness or other adverse effects resulting from the consumption or use of our
      products or any similar products distributed by other companies could have
      a
      material adverse effect on our operations. Such adverse publicity could arise
      even if the adverse effects associated with such products resulted from
      consumers’ failure to consume or use products as directed. In addition, we may
      not be able to counter the effects of negative publicity concerning the efficacy
      of our products.




**Government
      Regulation By The FDA 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 FDA, the FTC, the Consumer Product Safety Commission, the United
      States Department of Agriculture, the United States Postal Service, the EPA
      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.




12




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 near future. 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
      anticipate that the new GMPs, once finalized, will be more detailed and rigorous
      than the GMPs that currently apply to dietary supplements. In particular, they
      may require dietary supplements to be prepared, packaged, produced and held
      in
      compliance with standards similar to those required for drugs.




Our
      failure to comply with applicable FDA regulatory requirements could result
      in,
      among other things, injunctions, product withdrawals, recalls, product seizures,
      fines and criminal prosecutions. We intend to comply with any new cGMPs that
      are
      adopted. We recognize, however, that compliance with new GMPs may require us
      to
      expend additional, potentially substantial, capital and resources on
      manufacturing controls and increased testing of raw materials and finished
      products in the future in order to comply with the law and meet higher quality
      standards.




We
      market
      products that fall under two types of FDA regulations: dietary supplements
      and
      personal care products. In general, a dietary supplement:




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




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




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




·  is
      labeled as a “dietary supplement.”




Personal
      care products, regulated by the FDA as cosmetics, are intended to be applied
      to
      the human body for cleansing, beautifying, promoting attractiveness, or altering
      the appearance. 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, deodorants, and any
      material intended for use as a component of a cosmetic product provided such
      products are not promoted with drug claims. In general, our cosmetic products
      are not subject to pre-market approval by the FDA. Cosmetics are, however,
      subject to regulation by the FDA under the Federal Food, Drug and Cosmetic
      Act
      adulteration and misbranding provisions. They are also subject to specific
      labeling regulations, including warning statements, if the product's safety
      is
      not adequately substantiated or if it may be hazardous, as well as ingredient
      statements and other packaging requirements under the Fair Packaging and
      Labeling Act. Cosmetics that meet the definition of a drug (i.e. that are
      intended to treat or prevent disease or affect the structure or function of
      the
      body), such as sunscreens, are regulated as drugs. Cosmetics that bear label
      claims that expressly or impliedly suggest that the product serves such drug
      purposes will also be regulated as drugs. As a marketer of products that are
      ingested by consumers or applied topically, we are subject to the risk that
      one
      or more of the ingredients in our products may become the subject of adverse
      regulatory action or product liability action.




Dietary
      supplements must follow labeling guidelines outlined by the FDA.




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, unless
      such claim has been authorized by the FDA. The product label must also contain
      a
      prominent disclaimer if certain types of claims are included on product
      labeling. These restrictions may restrict our flexibility in marketing our
      product.




13




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 FTC, the Consumer Products Safety Commission, the Department of
      Agriculture and the EPA. Our activities are also 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.




In
      general, no governmental agency or other third party makes a determination
      as to
      whether our products qualify as dietary supplements or personal care products
      prior to introducing such products into the marketplace. We make this
      determination based on the ingredients contained in the products and the claims
      we make for the products.




On
      December 9, 2006, President Bush signed the Dietary Supplement &
Nonprescription Drug Consumer Protection Act into law. This Act requires
      manufacturers of dietary supplement and over-the-counter products to notify
      the
      FDA when they receive reports of serious adverse events. Implementing
      regulations are due to be issued later in 2007. Expenditure of significant
      resources may be required to implement programs that comply **** with
      the
      requirements of these regulations.




**If
      the Federal Trade Commission or certain states object to our product claims
      and
      advertising we may be forced to give refunds, pay damages, stop marketing
      certain products or change our business methods.**




The
      Federal Trade Commission and certain states regulate advertising, product
      claims, and other consumer matters, including advertising of our products.
      In
      the past several years the Federal Trade Commission has instituted enforcement
      actions against several dietary supplement companies for false or deceptive
      advertising of certain products. We provide no assurance that:




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




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




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




·
            entries
                of consent decrees;




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




·
            refunds
                to an entire class of IBAs or
                customers;




·
            other
                damages; and




·
            changes
                in our method of doing business.




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




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.




14




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




·
            the
                evolving interpretations of existing laws and regulations,
                and




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




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




**The
      legality of our network marketing program is subject to challenge by our
      IBAs.**




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




·
            our
                network marketing policies were enforced, and




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




To
      further address the problem of "inventory loading", our IBAs must sell at least
      70% of their inventory before they can reorder.




In
      the
      event of challenges to the legality of our network marketing organization by
      distributors we would be required to:




·
            demonstrate
                that our network marketing policies are enforced, and




·
            demonstrate
                that the network marketing program and distributors' compensation
                there
                under serve as safeguards to deter inventory loading and encourage
                retail
                sales to the ultimate consumers.




**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.




**We
      Face Substantial Competition In The Dietary Supplement, Personal Care Industry,
      Water Filtration Category and Fuel Additive Industry Including Products That
      Compete Directly With Calorad**




The
      dietary supplement, personal care, water filtration and fuel additive industries
      are 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 specifically as their sole or principal business.
      Generally, these companies are well funded and sophisticated in their marketing
      approaches.




15




**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 NDI 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.
      NDI
      manufactures and supplies more than 70% of our products. We have contracts
      with
      NDI 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 NDI could become unfavorable, and we may not be able to
      use
      other manufacturers to provide us with these services if our terms with NDI
      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 larger 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.




**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.




16




**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 Morinda and others. Ultimate ME2 competes with Fuel
      Freedom International, a fuel performance product. Code Blue water filtration
      system competes with the Brita Products Company which also sells a water
      filtration system. 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.**




As
      a
      retailer and distributors of products, we face an inherent risk of exposure
      to
      product liability claims in the event that the use of our products results
      in
      injury. Such claims may include, among others, that our products contain
      contaminants or include inadequate instructions as to use or inadequate warnings
      concerning side effects and interactions 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 and we could be forced to
      curtail or cease our business operations.




**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.




**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:




·
            With
                a price of less than $5.00 per
                share;




·
            That
                are not traded on a "recognized" national
                exchange;




·
            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




17




·
            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 controlsover
      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.




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 EYI. In February 2006, the Supreme Court
      of
      British Columbia made an order that the Company and Mr. Jay Sargeant be added
      to
      the lawsuit. The Plaintiffs' total claim in this matter was approximately
      $478,000. On September 5, 2006 we paid $200,000 in full and final settlement
      and
      a consent dismissal order was pronounced on September 13, 2006 concluding the
      action.




Action
      by
      The State of Texas, et al




On
      August
      25, 2006 the State of Texas filed a Plaintiffs' First Amended Original Petition
      in the District Court of Travis County, Texas naming Essentially Yours
      Industries, Inc. A/K/A Essentially Yours Corp. A/K/A Burrard Capital, Inc.
      a
      foreign (NV) Corporation. The action arises from EYI's predecessor organization,
      Essentially Yours Industries, Corp., a Canadian Corporation's unpaid sales
      tax
      for the State of Texas in the amount of $179,094.84 plus interest and costs.
      A
      hearing on this matter has been set for June 11, 2007 at 9:00 am at the District
      Court of Travis County, Texas. ****




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




On
      January 5, 2007 we completed a share exchange with certain of the shareholders
      of EYI, under a Share Exchange Agreement, dated January 5, 2007, (the "Exchange
      Agreement").





Under
      the
      terms of the Exchange Agreement, we issued 1,999,323 restricted shares of our
      common stock to the shareholders of EYI in exchange for 260,485 shares of common
      stock held by them in EYI.




18




**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




**Exhibit
                Number**
            
            **Description
                of Exhibit**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,
                200610.1
            
            Consulting
                Agreement, dated as of November 5, 2002, between Essentially Yours
                Industries, Inc., a Nevada corporation, and Flaming Gorge,
                Inc.(1)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)




19




**Exhibit
                Number**
            
            **Description
                of Exhibit**


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)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
            
            Consulting
                Agreement dated April 1, 2004 between EYI Industries, Inc. and Daniel
                Matos(14)10.34
            
            Loan
                Agreement between Janet Carpenter and EYI Industries, Inc., dated
                February
                10, 2005(15)10.35
            
            Promissory
                Note dated February 10, 2005 between Janet Carpenter and EYI
                Industries(15)10.36
            
            Bonus
                Share Agreement between Janet Carpenter and EYI Industries, Inc.
                dated
                February 14, 2005(15)10.37
            
            Pledge
                and Escrow Agreement dated February 24, 2005 between Janet Carpenter,
                Cornell Capital Partners, LP and David Gonzalez.**(15)**10.38
            
            Guaranty
                Agreement dated February 24, 2005 between Janet Carpenter, Cornell
                Capital
                Partners, LP**(15)**10.39
            
            Secured
                Promissory Note dated February 24, 2005 between EYI Industries, Inc.
                and
                Cornell Capital Partners, LP**(15)**10.40
            
            Agreement
                dated April 22, 2005 between Essentially Yours Industries Inc. and
                Source
                1 Fulfillment(15)10.41
            
            Reseller
                Agreement dated May 11, 2005 between Essentially Yours Industries
                Inc. and
                Metals & Arsenic Removal Technology, Inc.(16)10.42
            
            Termination
                Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell
                Capital Partners, LP(17)10.43
            
            Standby
                Equity Distribution Agreement dated May 13, 2005 between EYI Industries
                Inc. and Cornell Capital Partners, LP(17)10.44
            
            Registration
                Rights Agreement dated May 13, 2005 between EYI Industries Inc. and
                Cornell Capital Partners, LP(17)10.45
            
            Escrow
                Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell
                Capital Partners, LP(17)10.46
            
            Placement
                Agent Agreement dated May 13, 2005 between EYI Industries Inc. and
                Cornell
                Capital Partners, LP(17)10.47
            
            Consulting
                Agreement dated June 1, 2005 between EYI Industries, Inc. and Eliza
                Fung(18)10.48
            
            Addendum
                to the Reseller Agreement dated June 1, 2005 between Essentially
                Yours
                Industries Inc. and Metals & Arsenic Removal Technology, Inc.(18)10.49
            
            Non-Circumvention
                and Non-Disclosure Agreement dated July 14, 2005 between Essentially
                Yours
                Industries Inc. and Metals & Arsenic Removal Technology,
                Inc.(18)10.50
            
            Promissory
                Note dated August 1, 2005 between EYI Industries Inc. and Cornell
                capital
                Partners, LP(18)10.51
            
            Investor
                Relations Agreement dated July 28, 2005 between EYI Industries, Inc.
                and
                Agora Investor Relations Corp.(18)10.52
            
            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)10.53
            
            Logistics
                Management Agreement dated September 1, 2005 between Essentially
                Yours
                Industries (Hong Kong) Limited and All In One Global Logistics
                Ltd.(20)10.54
            
            Contract
                for Legal Services dated September 1, 2005 between EYI Industries
                Inc. and
                M. Ali Lakhani Law Corporation(21)10.55
            
            Amended
                Investor Relations Agreement dated October 5, 2005 between EYI Industries,
                Inc. and Agora Investor Relations Corp.(22)10.56
            
            Settlement
                Agreement dated December 21, 2005 between EYI Industries, Inc., Halo
                Distribution, LLC and Business Centers, LLC10.57
            
            Global
                Consulting Group Agreement dated January 19, 2006 entered into with
                Global
                Consulting Group Inc. and EYI Industries Inc.10.58
            
            Consulting
                Agreement dated January 27, 2006 entered into with Lou Prescott and
                Essentially Yours Industries, Inc.10.59
            
            Termination
                Agreement dated April 3, 2006 between EYI Industries Inc. and Cornell
                Capital Partners, LP(25)10.60
            
            Letter
                of Intent dated April 6, 2006 between Essentially Yours Industries
                (International) Limited and Rommel Panganiban and Raul Batista(25)




20






**Exhibit
                Number**
            
            **Description
                of Exhibit**


10.61
            
            Securities
                Purchase Agreement, dated as of April 24, 2006, by and between EYI
                Industries, Inc. and the Buyers listed therein(24)10.62
            
            Registration
                Rights Agreement, dated as of April 24, 2006, by and between EYI
                Industries, Inc. and the Buyers listed therein(24)10.63
            
            $750,000
                Secured Convertible Debenture No. CCP-1, dated as of April 24, 2006,
                issued to Cornell Capital Partners, LP(24)10.64
            
            $333,333
                Secured Convertible Debenture CW-1, dated as of April 24, 2006, issued
                to
                Cornell Capital Partners, LP(24)10.65
            
            $416,667
                Secured Convertible Debenture TAIB-1, dated as of April 24, 2006,
                issued
                to Cornell Capital Partners, LP(24)10.66
            
            Security
                Agreement, dated as of April 24, 2006, issued to Cornell Capital
                Partners,
                LP(24)10.67
            
            Warrant
                No. CCP-001, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.68
            
            Warrant
                No. CCP-002, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.69
            
            Warrant
                No. CCP-003, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.70
            
            Warrant
                No. CCP-004, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.71
            
            Warrant
                No. CCP-005, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.72
            
            Warrant
                No. CCP-006, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.73
            
            Warrant
                No. CCP-007, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.74
            
            Warrant,
                No. CCP-008, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.75
            
            Warrant
                No. CCP-009, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.76
            
            Warrant
                No. CCP-010, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.77
            
            Warrant
                No. CCP-011, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.78
            
            Warrant
                No. CCP-012, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.79
            
            Warrant
                No. CCP-013, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.80
            
            Warrant
                No. CCP-014, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.81
            
            Warrant
                No. CCP-015, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.82
            
            Warrant
                No. CCP-016, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.83
            
            Warrant
                No. CCP-017, dated April 24, 2006, issued by the Company to Cornell
                Capital Partners, LP(24)10.84
            
            Irrevocable
                Transfer Agent Instructions, dated April 24, 2006, by and among the
                Company, the Buyers listed therein and Corporate Stock Transfer,
                Inc.(24)10.85
            
            Consulting
                Agreement dated May 1, 2006 between Essentially Yours Industries
                (Hong
                Kong) Limited and Siu Chung (Freeda) Chan(25)




21




**Exhibit
                Number**
            
            **Description
                of Exhibit**


10.86
            
            Amended
                Logistics Management Agreement dated May 1, 2006 between Essentially
                Yours
                Industries (Hong Kong) Limited and All In One Global Logistics
                Ltd.(29)10.87
            
            Distribution
                Agreement dated May 17, 2006 between Essentially Yours Industries
                (Hong
                Kong) Limited and Nozin, LLC(27)10.88
            
            Consulting
                Agreement dated July 1, 2006 between Essentially Yours Industries,
                Inc.
                and James Toll(29)10.89
            
            Letters
                dated July 12, 2006 and July 14, 2006 from Metals & Arsenic Removal
                Technology(29)10.90
            
            Addendum
                to the China Agency Agreement dated September 15, 2005 between EYI
                HK and
                Guangzhou Zhondian Enterprises (Group) Co. Ltd. and China Electronics
                Import and Export South China Corporation(28)10.91
            
            Consignment
                and Distribution Agreement dated September 20, 2006 between Essentially
                Yours Industries (International) Limited and Orientrends, Inc.(32)10.92
            
            Investor
                Relations Agreement between EYI Industries, Inc and Agoracom Investor
                Relations Corp.(32)10.93
            
            Settlement
                Agreement dated September 1, 2006 between Barry LaRose, Jay Sargeant
                and
                EYI Industries Inc.(32)10.94
            
            Settlement
                Agreement and Release dated September 5, 2006(32)10.95
            
            Letter
                Agreement dated September 19, 2006 between Essentially Yours Industries,
                Inc., James Toll and Fred Erickson(30)10.96
            
            Agreement
                between Essentially Yours Industries, Inc. and Mach 3 Technologies
                Group,
                LLC(31)10.97
            
            Agreement
                dated October 27, 2006 between Essentially Yours Industries, Inc.
                and
                Global Trends, Inc.(36)10.98
            
            Agreement
                dated January 23, 2007 between Essentially Yours Industries, Inc.
                and
                Colossal Head Communications(34)10.99
            
            Agreement
                dated January 1, 2007 between Essentially Yours Industries, Inc.
                and New
                U, Inc.(36)10.100
            
            Share
                Exchange Agreement dated January 5, 2007 between the Company and
                EYI
                Shareholders(36)10.101
            
            Stock
                Incentive Plan(35)10.102
            
            Promissory
                Note dated April 14, 2007 between EYI Industries, Inc. and Janet
                Carpenter10.103
            
            Termination
                Letter from Flaming Gorge, Inc. dated April 30, 2007(37)10.104
            
            Termination
                Letter from O'Neill Enterprises, Inc. dated April 30, 2007(37)10.105
            
            Consulting
                Agreement dated May 1, 2007 between the Company and Flaming Gorge,
                Inc.(37)10.106
            
            Consulting
                Agreement dated May 1, 2007 between the Company and Global Mutual
                Benefit
                Network, Inc.(37)14.1
            
            Code
                of Ethics(5)21.1
            
            List
                of Subsidiaries(23)




23.1
            
            Consent
                of Williams & Webster, P.S.31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            
            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
                200232.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
                Filed
                    as an exhibit to the registration statement on Form 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.
   22
  (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 20, 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, 2006, filed with the SEC on April 2,
                    2007.
  (24)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    April 28, 2006.
  (25)
                Filed
                    as an exhibit to our Quarterly Report on Form 10-QSB for the
                    period ended
                    March 31, 2006, filed with the SEC on May 16,
                    2006.
  (26)
                Filed
                    as an exhibit to our registration statement on Form SB-2/A on
                    June 21,
                    2006.
 (27)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    April 28, 2006
  (28)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    August 3, 2006
  (29)
                Filed
                    as an exhibit to our Quarterly Report on Form 10-QSB for the
                    period ended
                    June 30, 2006, filed with the SEC on August 21,
                    2006
  (30)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    September 25, 2006
  (31)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    October 16, 2006
 (32)
                Filed
                    as an exhibit to our Quarterly Report on Form 10-QSB for the
                    period ended
                    September 30, 2006, filed with the SEC on November 20, 2006
  33)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    December 19, 2006
  (34)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    February 2, 2007
  (35)
                Filed
                    as an exhibit to our Current Report on Form 8-K, filed with the
                    SEC on
                    February 13, 2007
  (36)
                Filed
                    as an exhibit to our Annual Report on Form 10-KSB, filed with
                    the SEC on
                    April 2, 2007
  (37)
                Filed
                    as an exhibit to our Current Report on Form 8-K,filed with the
                    SEC on May
                    3, 2007


(b)
      Reports on Form 8-K:


**Date
                  of SEC filing of Form 8-K**
              
              **Description
                  of the Form 8-K**February
                  1, 2007
              
              Disclosure
                  of Entry into Material Definitive Agreement and Unregistered Sale
                  of
                  Equity SecuritiesFebruary
                  2, 2007
              
              Disclosure
                  of Entry into Material Definitive Agreement with Colossal Head
                  CommunicationsFebruary
                  6, 2007
              
              Disclosure
                  of Regulation FD news release and letter of intentMay
                  3, 2007
              
              Disclosure
                  of Termination and Entry into Material Definitive
                  Agreements


23




**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 SargeantJay
                SargeantPresident,
                Chief Executive Officer,and
                Director(Principal
                Executive Officer)Date:
                May 15, 2007By:
            /s/
                Rajesh RanigaRajesh
                RanigaChief
                Financial Officer
              (Principal
                Accounting Officer)
              Date:
                May 15, 2007





24