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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2005

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

               For the transition period __________ to __________

                        Commission File Number: 000-29803

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

                  NEVADA                                  88-0407078
                  ------                                  ----------
      (State or other jurisdiction of          (IRS Employer Identification No.)
      incorporation or organization)

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

   Issuer's telephone number, including area code:             (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:
         227,149,703 shares of common stock issued and outstanding as of
                               November 21, 2005.

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                       1
<PAGE>

                                Explanatory Note

The 227,149,703  total issued and  outstanding  shares of EYI as at November 21,
2005  reflected on the cover page to this Form 10-QSB  includes  the  36,571,879
shares of EYI Industries,  Inc.'s (the "Company") common stock which are held in
escrow  by an  independent  escrow  agent in  accordance  with the  terms of the
Company's Standby Equity  Distribution  Agreement with Cornell Capital Partners,
LP dated as of June 22, 2004 and related escrow agreements between the parties.

                         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 September 30,
2005 are not necessarily  indicative of the results that can be expected for the
year ending December 31, 2005.

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


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          September 30,   December 31,
                                                                              2005            2004
ASSETS                                                                     (Unaudited)
<S>                                                                        <C>            <C>
         CURRENT ASSETS
                  Cash                                                     $     9,946    $        --
                  Restricted cash                                                   --        100,248
                  Accounts receivable, net of allowance                         43,935         36,061
                  Related party receivables                                        800             --
                  Prepaid expenses                                             565,577        852,764
                  Inventory                                                    228,482        239,641
                           TOTAL CURRENT ASSETS                                848,740      1,228,714

         OTHER ASSETS
                  Property, plant and equipment, net                            32,217         32,596
                  Deposits                                                      48,161          2,236
                           TOTAL OTHER ASSETS                                   80,378         34,832

         INTANGIBLE ASSETS                                                      15,615         16,561

         TOTAL ASSETS                                                      $   944,733    $ 1,280,107

LIABILITIES AND STOCKHOLDERS' DEFICIT

         CURRENT LIABILITIES
                  Bank indebtedness                                        $        --    $    72,456
                  Accounts payable and accrued liabilities                   1,493,496      1,141,001
                  Accounts payable - related parties                           695,003        159,455
                  Interest payable, convertible debt                                --         10,616
                  Loan payable, Cornell Capital                                844,496             --
                  Notes payable - related party                                 90,000         90,000
                  Convertible debt-related party, net of discount                   --        379,724

                           TOTAL CURRENT LIABILITIES                         3,122,995      1,853,252

        LIABILITIES FROM DISCONTINUED OPERATIONS                               375,344        405,838

         MINORITY INTEREST IN SUBSIDIARY                                       299,184        346,819

STOCKHOLDERS' DEFICIT
                  Preferred stock, $0.001 par value; 10,000,000 shares
                  authorized, no shares issued and outstanding                      --             --
                  Common stock, $0.001 par value; 300,000,000 shares
                  authorized, 177,602,656 and 162,753,292  shares issued
                  and outstanding, respectively                                177,602        162,753
                  Additional paid-in capital                                 4,207,032      3,048,606
                  Stock options and warrants                                 2,437,934      2,563,043
                  Subscription receivable                                     (195,000)       (15,000)
                  Accumulated deficit                                       (9,480,358)    (7,085,205)
                  TOTAL STOCKHOLDERS' DEFICIT                               (2,852,790)    (1,325,802)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $   944,733    $ 1,280,107
</TABLE>

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                     Three Months Ended                      Nine Months Ended
                                               September 30,      September 30,     September 30,      September 30,
                                                    2005              2004             2005                2004
                                                 (Unaudited)       (Unaudited)      (Unaudited)         (Unaudited)
<S>                                            <C>                   <C>           <C>                   <C>
REVENUE                                        $   1,335,963         1,349,170     $   3,850,246         4,769,608

COST OF GOODS SOLD                                   350,188           249,634           840,125           956,567

GROSS PROFIT  BEFORE COMMISSION EXPENSE              985,775         1,099,536         3,010,121         3,813,041

COMMISSION EXPENSE                                   513,449           545,747         1,435,911         2,000,401

GROSS PROFIT AFTER COST OF GOODS SOLD AND
COMMISSION EXPENSE                                   472,326           553,789         1,574,210         1,812,640

GROSS PROFIT AFTER COMMISSION EXPENSE

OPERATING EXPENSES
         Consulting fees                             273,026           318,095           751,836           823,989
         Legal and professional                      107,333           104,129           254,090           270,503
         Customer service                              9,771            84,636           161,776           303,720
         Finance and administration                  299,735         1,166,046           663,213         1,591,332
         Sales and marketing                          42,569           108,790            47,560           144,599
         Telecommunications                          118,881           178,818           361,139           371,885
         Wages and benefits                          252,095           293,409           995,247           780,078
         Warehouse expense                             66220            20,766           128,066           185,640
          TOTAL OPERATING EXPENSES                 1,169,630         2,274,689         3,362,927         4,471,746

LOSS FROM OPERATIONS                                (697,304)       (1,720,900)       (1,788,717)       (2,659,109)

OTHER INCOME (EXPENSES)
         Interest and other income                       158             3,741             3,625            13,152
         Interest expense                           (103,581)           (6,546)         (158,159)          (40,537)
         Foreign currency gain (discount)             30,318               127          (119,169)           (6,060)
         TOTAL OTHER INCOME (EXPENSES)               (73,105)           (2,678)         (273,703)          (33,445)

NET  LOSS BEFORE TAXES                              (770,409)       (1,723,578)       (2,062,420)       (2,692,551)

PROVISION FOR INCOME TAXES                                --                --                --                --

NET  LOSS BEFORE ALLOCATION TO MINORITY
INTEREST                                            (770,409)       (1,723,578)       (2,062,420)       (2,692,551)

ALLOCATION OF LOSS TO MINORITY INTEREST               14,886            37,472            47,635            59,155

ALLOCATION OF INCOME/(LOSS) TO DISCONTINUED
OPERATIONS                                             7,093          (102,261)         (380,368)         (265,220)

NET  LOSS                                      $    (748,430)       (1,788,367)    $  (2,395,153        (2,898,616)

BASIC AND DILUTED
NET  LOSS PER COMMON SHARE                     $       (0.01)              nil     $       (0.02)            (0.02)
NET  LOSS PER COMMON SHARE:  DISCONTINUED
OPERATIONS                                               nil               nil               nil               nil

WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUSTANDING

FOR BASIC AND DILUTED CALCULATION                172,702,928       154,888,830       168,678,060       152,852,287
</TABLE>

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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                 Common Stock
                           -----------------------   Additional
                            Number of                  Paid-in    Discount on  Subscription    Option/     Retained
                              Shares     Amount        Capital    Common Stock  Receivable   Warrants     Earnings         Total
<S>                        <C>          <C>          <C>           <C>         <C>          <C>          <C>            <C>
Stock issued for cash
on June 21, 2002            23,026,200  $   23,026   $     6,974   $     --    $      --    $       --   $        --    $    30,000

Contribution of assets,
liabilities and
subsidiaries acquired
at June 30, 2002            92,104,800      92,105            --    (53,598)          --            --            --         38,507

Net loss for period
ended June 30, 2002                 --          --            --         --                         --        (7,967)        (7,967)

Balance, June 30, 2002     115,131,000     115,131         6,974    (53,598)          --            --        (7,967)        60,540

Shares issued for cash
in private placement for
$1.50 per share, net of
prorata share of private
placement fees of $61,206    2,914,603       2,915       477,307         --           --            --            --        480,222

Net loss for fiscal
year ended June 30, 2003            --          --            --         --           --            --    (1,644,456)    (1,644,456)

Balance, June 30, 2003     118,045,603     118,046       484,281    (53,598)          --            --    (1,652,423)    (1,103,694)

Recapitalization and
share exchange
(restated)                  30,135,067      30,135       343,691         --           --       128,385            --        502,211

Net loss for fiscal
year ended December 31,
2003                                --          --            --         --           --            --      (969,987)      (969,987)

Balance, December 31,
2003 (restated)            148,180,670     148,181       827,972    (53,598)          --       128,385    (2,622,410)    (1,571,470)

Common stock issued at
$0.20 including warrants
less expenses of $28,715     1,466,455       1,466       146,930         --           --        70,844            --        219,240

Stock issued at $0.165
per share
for cashless
exercise of options
in form of
foregone debt                3,200,000       3,200       524,800         --           --            --            --        528,000
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                        <C>          <C>          <C>           <C>         <C>          <C>          <C>            <C>
Stock issued for
exercise of
options at $0.20
per share in lieu
of payment
of legal fees                  300,000         300        59,700         --           --            --            --         60,000

Stock issued at
$0.165 per share
for cash and
promissory note
for exercise of
options                      1,000,000       1,000       164,000         --      (15,000)           --            --        150,000

Common stock issued at
$0.21 including warrants     5,476,190       5,476       487,381         --           --       657,143            --      1,150,000

Common stock issued
at $0.21 including
warrants less expenses
of $3,231                      566,833         567        36,369         --           --        78,869            --        115,805

Stock issued for
exercise of
options at $0.22
per share in lieu
of consulting fees              50,000          50        10,950         --           --            --            --         11,000

Stock issued for
deferred financing
costs                        1,300,000       1,300       388,700         --           --            --            --        390,000

Adjustment to
subsidiaries stock
held by minority
interest                       176,534         177        33,126         --           --            --            --         33,303

Stock issued at $0.28
per share for
consulting agreement           350,000         350        97,650         --           --            --            --         98,000

Vested stock options
issued for consulting
at an  average price
of $0.18 per option                 --          --            --         --           --       128,250            --        128,250

Vested stock options
issued for
compensation at an
average price of
$0.18 per option                    --          --            --         --           --     1,078,277            --      1,078,277

Stock issued at
$0.165 per share
for cash and
promissory note for
exercise of options             36,360          36         7,236         --           --            --            --          7,272

Stock issued for
exercise of
options at $0.08
per share in lieu
of consulting fees             200,000         200        15,800         --           --            --            --         16,000

Stock issued for
exercise of
options at $0.08
per share in lieu
of consulting fees             250,000         250        19,750         --           --            --            --         20,000

Stock issued for
exercise of
options at $0.11
per share by the
CEO                            200,250         200        31,841         --           --       (10,013)           --         22,028
</TABLE>


                                       6
<PAGE>

<TABLE>
<S>                        <C>          <C>          <C>           <C>         <C>          <C>          <C>            <C>
Cancellation of discount
on common stock                     --          --       (53,598)    53,598           --            --            --             --

Beneficial conversion of
convertible debt                    --          --       250,000         --           --            --            --        250,000

Vested stock options
issued for
compensation and
consulting at an
average price of $0.12              --          --            --         --           --     1,087,900            --      1,087,900

Cancelled stock
options issued for
compensation and
consulting at an
average price of
$0.19 per option                    --          --            --         --           --      (656,612)           --       (656,612)

Net loss for period
ended  December 31, 2004            --          --            --         --           --            --    (4,462,795)    (4,462,795)

Balance December 31, 2004  162,753,292  $  162,753   $ 3,048,606   $     --    $ (15,000)   $2,563,043   $(7,085,205)   $(1,325,802)

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

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

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

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

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

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

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

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


                                       7
<PAGE>

<TABLE>
<S>                        <C>          <C>          <C>           <C>         <C>          <C>          <C>            <C>
Cancelled stock
options issued for
compensation at $0.20               --          --         2,400         --           --        (2,400)           --             --

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

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

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

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

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

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

Stock issued to
Cornell as pmt #1
towards prom note            1,283,697       1,284        98,716         --           --            --            --        100,000

Stock issued to
Cornell as pmt #2
towards prom note              776,398         776        74,224         --           --            --            --         75,000

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

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

Net loss for period
ended September
30, 2005                            --          --            --         --           --            --    (2,395,153)    (2,395,153)

Balance September
30, 2005
(Unaudited)                177,602,656  $  177,602   $ 4,207,032   $     --    $(195,000)   $2,437,933   $(9,480,358)   $(2,852,790)
</TABLE>

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


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                     September 30,   September 30,
                                                                         2005           2004
                                                                     (Unaudited)     (Unaudited)
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
         Net loss                                                    $(2,395,153)    $(2,898,616)
         Loss allocated to minority interest                              47,635          59,155
                                                                      (2,442,788)     (2,957,771)

         Adjustments to reconcile net loss
                  to net cash used by operating activities:
                  Depreciation and amortization                           52,504         115,139
                  Stock and warrants issued for employee
                  compensation and consulting                            292,590       1,404,527
                  Stock issued for options exercised in lieu of
                  debt                                                    11,500         528,000
                  Stock issued for options exercised in
                  lieu of consulting and legal fees                       57,500          71,000
                  Financing expense paid through escrow                       --          85,000
                  Stock issued for interest  on convertible debt          44,570              --
                  Stock issued for financing guaranty & pledge            40,000              --
                  Discount recognized on convertible debt                120,276              --
                  Liabilities in excess of assets on discontinued
                  operations                                             (30,494)             --

                  Decrease (increase) in:
                            Related party receivables                       (800)            469
                            Accounts receivable                           (7,874)          3,826
                            Prepaid expenses                             287,187         104,310
                            Inventory                                     11,159          49,093
                            Deposits                                     (45,925)             --
                 Increase (decrease) in:
                           Accounts payable and accrued
                           liabilities                                   352,495         164,069
                           Accounts payable - related parties            535,548        (252,174)
                           Interest Payable                              (10,616)             --
                           Customer deposits                                  --           2,000
                           Net cash used by operating activities        (733,168)       (682,512)

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
         Decrease in restricted cash                                     100,248          12,736
         Cancellation of additions to property, plant, and
         equipment                                                            --             711
         Increase in property, plant, and equipment                      (50,505)             --
         Purchase of trademarks and formulas                                (674)             --
         Net cash provided by investing activities                        49,069          13,447

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
         Net change in bank indebtedness                                 (72,456)       (246,616)
         Issuance of stock, net of private placement costs &
         warrants                                                         16,500         492,317
         Net proceeds from convertible debt                                   --         415,000
         Repayment of convertible debt                                  (250,000)
         Proceeds from Cornell Promissory Note                         1,000,000              --
         Net cash provided by financing activities                       694,044         660,701

Net increase in cash and cash equivalents                                  9,946          (8,364)

CASH - Beginning of Year                                                       0          52,075

CASH - End of Period                                                 $     9,946     $    43,711

SUPPLEMENTAL CASH FLOW DISCLOSURES:
         Interest expense paid                                       $   158,159     $    40,537
         Income taxes paid                                           $        --     $        --

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
         Stock issued for options exercised in lieu of debt          $    11,500     $   528,000
         Stock issued for options exercised in lieu of consulting
         and legal fees                                              $    57,500     $    71,000
         Stock subscription issued for promissory note               $        --     $    15,000
         Stock and warrants issued for prepaid expenses              $        --     $ 1,150,000
         Stock issued for deferred offering costs                    $        --     $   390,000
         Stock and warrants issued for expenses                      $        --     $   198,000
         Stock options vested for consulting and compensation        $   292,590     $ 1,206,527
         Financing expenses paid through escrow                      $        --     $    85,000
         Stock issued for options exercised in lieu of legal fees    $    10,000     $        --
         Stock issued to retire part of prom note                    $   175,000     $        --
         Stock issued for redemption of convertible debenture        $   250,000     $        --
         Stock issued for interest on convertible debenture          $    44,570     $        --
         Stock and warrants issued through 506 Private Placement     $    20,000     $        --
         Stock issued for financing guaranty & pledge                $    40,000     $        --
         Discount recognized on convertible debt                     $   120,276     $        --
</TABLE>

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


                                       9
<PAGE>

EYI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF BUSINESS

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

The  principal  business of the Company is the  marketing of health and wellness
care  products.  The  Company  sells  its  products  through  network  marketing
distributors, which in turn, sell the products to the end customers. The Company
maintains its principal business office in Burnaby, British Columbia.  Effective
for the period  ended  December  31,  2003,  the  Company  elected to change its
year-end from June 30 to December 31.

The Company has five 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  it's  operations  (see Note 11). 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 organized
on September 13, 2002, in the province of British Columbia,  Canada.  EYI Canada
markets  health  and  wellness  care  products  for use in  Canada.  The  fourth
subsidiary is 642706 B.C.  Ltd.,  doing  business as EYI  Management,  which was
organized on February 22, 2002, in the province of British Columbia, Canada. EYI
Management  provides  accounting  and  marketing  services  to the  consolidated
entity.  The fifth  subsidiary  is  Essentially  Yours  Industries  (Hong  Kong)
Limited. ("EYI HK"), which was organized on August 23, 2005 in Hong Kong. EYI HK
markets health and wellness care products for use in Asia.

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

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,  2004.  In the
opinion  of  management,  all  required  adjustments  which  consist  of  normal
re-occurring accruals have been made to the financial statements.

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


                                       10
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

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

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

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

Restricted Cash
Restricted cash includes  deposits held in a reserve account in the amount of $0
and $100,248 at September  30, 2005 and  December  31, 2004  respectively.  Such
deposits are required by the bank as protection  against  unfunded  charge backs
and returns of credit card transactions. Effective June 9, 2005, the bank deemed
that this deposit is no longer necessary and released the funds to the Company.

Revenue Recognition
 The  Company  is in  the  business  of  selling  nutritional  products  in  two
categories:  dietary  supplements and personal care products.  Sales of personal
care products  represent  less than 5% of the overall  revenue and therefore are
not classified  separately in the financial  statements.  The Company recognized
revenue  from  product  sales when the  products are shipped and title passes to
customer. Administrative fees charged to the Independent Business Associates are
included in the gross sales and  amounted  $101,016  and  $156,920  for the nine
months ended September 30, 2005 and September 30, 2004 respectively.

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

Going Concern
As shown in the  accompanying  financial  statements,  the Company had  negative
working capital of approximately  $2,275,000 and an accumulated deficit incurred
through  September 30, 2005.  The Company also has limited cash  resources and a
history of recurring  losses.  These factors raise  substantial  doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

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


                                       11
<PAGE>

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 - REORGANIZATION

On  May  27,  2002,  Mr.  Jay  Sargeant,  a  shareholder  of  Essentially  Yours
Industries,  Corp.  ("EYI  Corp.")  agreed to  acquire  all of the shares of the
Essentially Yours Industries,  Inc. ("EYII"), along with the transfer agreement,
license  agreement,  and agency  appointment  agreement as described  below,  in
settlement of amounts owed to him. As part of this transaction, EYI Corp. agreed
to  provide to EYII the  services  outlined  in a  management  agreement.  These
agreements  became effective on June 30, 2002. EYII owns ninety-nine  percent of
Halo  Distributions LLC ("HALO").  The other one percent of HALO is owned by RGM
International,  Inc.  ("RGM"),  a former  subsidiary  of EYI  Corp.,  which  was
transferred to Mr. Sargeant as additional consideration.

On June 30, 2002,  the  shareholder  of EYII  exchanged  all of the  outstanding
shares of EYII for 12,000,000  common shares of Burrard Capital Inc ("Burrard"),
a shell  company  with no assets or business  operations.  Concurrent  with this
transaction, EYII was merged into Burrard with Burrard emerging as the surviving
entity. The combined entity was renamed  Essentially Yours Industries,  Inc. For
accounting  purposes,  the acquisition has been treated as a recapitalization of
EYII  with  EYII as the  acquirer.  Prior  to this  merger,  EYII  and RGM  were
considered  to  be  dormant  companies,   with  the  activities  of  HALO  being
consolidated directly with EYII Corp. although the legal ownership was vested in
EYII and RGM. Therefore,  the losses from HALO operations and the other economic
impacts prior to June 30, 2002 are considered to be the separate activity of EYI
Corp.

On June 30,  2002,  EYII took over the sales  and  marketing  activities  of its
former holding company and entered into various  agreements with that Company as
follows:

Transfer Agreement
As part of the aforementioned transaction and for consideration of $1, EYI Corp.
transferred and assigned to EYII all of its rights, title and interest in and to
the contracts with its Independent  Business  Associates and any other contracts
that may be  identified  by the parties as being  inherent or  necessary  to the
sales and marketing activities to EYII.

License Agreement
EYI Corp.  licensed to EYII all of the rights,  title,  and interest that it may
have in various intellectual  properties for $1 per year for a term of 50 years.
The Company has the option at any time to require EYI Corp.  to transfer  all of
its rights, title, interest in and to the intellectual properties to the Company
at the sum of $1 or such greater sum as may be  determined to be the fair market
value of such  intellectual  property as  determined  by  agreement  between the
parties,  by arbitration or by the appropriate  taxation  authorities  after all
assessments and appeals have been concluded.

Agency Appointment Agreement
EYI Corp.  appointed EYII as the sole and exclusive  agent to sell its remaining
inventory on hand as of June 30, 2002 at the prices previously established,  and
to  continue  to sell at such price  unless and until any change is agreed  upon
with EYI Corp. In  consideration  for its efforts,  the Company is entitled to a
sales commission of fifteen percent on all sales of such inventory.

Management Agreement
EYI Corp.  agreed to perform various services such as  administration,  computer
support,  and sales and  customer  support,  on behalf of EYII for a term of one
year  commencing  June 30,  2002.  The  services  and duties to be provided  and
performed  by EYI Corp.  for EYII shall be  determined  and  agreed  upon by the
parties, from time to time, as required,  provided however, it is understood and
agreed that such services will primarily  consist of assisting EYII in the sales
and marketing business. At the date of these financial statements, the agreement
had expired,  and EYII was operating on a  month-to-month  basis for  management
services with EYI Corp.


                                       12
<PAGE>

The remuneration to be paid by EYII to EYI Corp. for the aforementioned services
is to be  negotiated  by the parties from time to time,  provided  however,  the
parties agree that the remuneration to be paid shall be consistent with industry
standards for the type and nature of the services or duties being  provided.  At
the present time, EYII has agreed to pay EYI Corp. actual expenses plus a fee of
5% on these expenses.

NOTE 4 - ACCOUNTS RECEIVABLE AND CREDIT RISK

Accounts  receivable,  net of allowance  at September  30, 2005 and December 31,
2004 consist of amounts due from direct retail clients of EYII.

NOTE 5 - PROPERTY AND EQUIPMENT

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

NOTE 6 - CONVERTIBLE LOANS PAYABLE

On June 2, 2004, the Company issued to Cornell Capital Partners, LP a 5% secured
convertible  debenture in the  principal  amount of $250,000  with a term of two
years,  and interest at 5%. The  debenture  is  convertible  into the  Company's
common stock at a price per share equal to the lessor of (a) 120% of the closing
bid price by the second  anniversary  date of issuance or (b) 100% of the lowest
daily  volume  weighted  average  price  for the 30 days  immediately  prior  to
conversion.  On June 24,  2004,  the Company  received  the  $250,000  loan less
related expenses of  approximately  $65,000 which has been allocated as discount
on debt and will be amortized over a two year period. The convertible securities
are guaranteed by the assets of the Company. Under the agreement, the Company is
required  to keep  available  common  stock  duly  authorized  for  issuance  in
satisfaction of the convertible.  The conversion  amount will be the face amount
of the  convertible  plus  interest at the rate of 5% per annum from the closing
date of June 24,  2004 to the  conversion  date,  which is the date on which the
Company  receives a notice of conversion from the investor  exercising the right
to convert the  convertible  into common  shares of the  Company.  The debt will
automatically  convert  into  common  stock on the  second  anniversary  date of
issuance. The terms of the debt do not require regular monthly payments.

On September  24,  2004,  the Company  issued to Cornell  Capital  Partners,  LP
("Cornell")  a 5%  secured  convertible  debenture  in the  principal  amount of
$250,000  with a term  of two  years,  and  interest  at 5%.  The  debenture  is
convertible  into the  Company's  common stock at a price per share equal to the
lessor of (a) 120% of the  closing bid price by the second  anniversary  date of
issuance or (b) 100% of the lowest daily volume  weighted  average price for the
30 days  immediately  prior to  conversion.  On September 27, 2004,  the Company
re-assigned  $245,000 of this debenture to Taib Bank, E.C. and reassigned $5,000
of debenture B to an individual.  Under the debenture  agreement,  the Company's
failure to issue  unrestricted,  freely tradable common stock to Cornell or Taib
Bank or the individual upon conversion  after the  registration  statement filed
pursuant to this transaction has been declared  effective would be considered an
event of default,  thereby entitling Cornell to accelerate full repayment of the
convertible  securities then  outstanding.  Under the agreement,  the Company is
required to maintain  available  common  stock duly  authorized  for issuance in
satisfaction of the convertible.  On September 24, 2004 the Company received the
$250,000 loan less related  expenses of  approximately  $55,000,  which has been
allocated as discount on debt and will be amortized over a two year period.  The
convertible  securities are  guaranteed by the assets of the Company.  Under the
agreement,  the  Company  is  required  to  keep  available  common  stock  duly
authorized  for issuance in  satisfaction  of the  convertible.  The  conversion
amount will be the face amount of the  convertible  plus interest at the rate of
5% per annum from the closing date of September,  2004 to the  conversion  date,
which is the date on which the Company  receives a notice of conversion from the
investor  exercising the right to convert the convertible  into common shares of
the Company. The convertible will automatically convert into common stock on the
second  anniversary  date of  issuance.  The  terms of the  debt do not  require
regular monthly payments.


                                       13
<PAGE>

The convertible debentures contained a beneficial conversion feature computed at
its intrinsic value that was the difference between the conversion price and the
fair value on the  debenture  issuance  date of the common  stock into which the
debt was convertible, multiplied by the number of shares into which the debt was
convertible at the commitment date. Since the beneficial  conversion feature was
to be  settled by  issuing  equity,  the  amount  attributed  to the  beneficial
conversion  feature,  or $250,000 at December  31, 2004 and $0 at June 30, 2005,
was recorded as an interest expense and a component of  stockholders'  equity on
the balance sheet date.

On August 3, 2005, the Company retired $250,000 of the TIAB Bank, E.C. debenture
plus a 20% premium of $50,000 by using the cash  proceeds of a  promissory  note
between the Company and Cornell Capital signed on August 2, 2005.

On August 15, 2005, the Company retired $75,000 of the TIAB Bank, E.C. debenture
by converting 2,027,027 common shares.

On August  16,  2005,  the  Company  retired  $170,000  of the TIAB  Bank,  E.C.
debenture plus $10,830 in interest by converting 4,487,096 common shares.

On  September  12,  2005,  the  Company  retired  $5,000 of the TIAB Bank,  E.C.
debenture plus $14,245 in interest by converting 375,146 common shares valued at
$0.0513.

Standby Equity Distribution Agreement
In June, 2004, the Company entered into a standby equity distribution  agreement
with Cornell  Capital  Partners,  LP  ("Cornell").  Pursuant to this  agreement,
Cornell will purchase up to $10,000,000 of the Company's  common stock through a
placement agent over a two-year  period after the effective  registration of the
shares. In addition,  the Company issued 1,300,000 shares of its common stock to
Cornell  and the  placement  agent  upon the  inception  of the  standby  equity
distribution  agreement.  The $390,000 value of these shares was recognized as a
period expense due to the fact that the 1,300,000  shares have been deemed to be
fully earned as of the date of the agreement. This agreement was replaced with a
revised Standby Equity  Distribution  Agreement with Cornell dated May 13, 2005.
The terms of the agreement remain the same. (See Note 10.)

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 were  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 September 30, 2005 and December 31, 2004 the Company
has not issued any preferred stock.

Common Stock
The Company is  authorized  to issue  300,000,000  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.

On  February  10,  2005,  we  entered  into a  loan  agreement  with  one of our
employees,  pursuant  to  which  we  loaned  her  $180,000  for the  purpose  of
exercising  3,000,000  incentive  stock  options  issued  to her under our stock
compensation  program.  The loan is payable on demand and accrues  interest at a
rate of 4% per annum.  The loan was secured by a promissory note dated effective
February 10, 2005 and deemed to be a subscription receivable. On August 10, 2005
the  promissory  note was  re-assigned  to  Winslow  Drive in  exchange  for the
3,000,000 shares (See Note 10)


                                       14
<PAGE>

On February 14, 2005 the Company  entered into a bonus share  agreement with one
of our employees and issued 800,000 shares of our common stock at a deemed price
of $0.05 per share.  These shares were given in consideration  for providing the
guarantee and pledge  necessary  for the Cornell loan.  (See Note 10) The shares
are to be issued pursuant to Regulation S of the Securities Act.

On April 5,  2005,  250,000  options  were  exercised  at $0.04 per share at the
aggregate  exercise  price of  $10,000.  The  options  were  paid in the form of
forgone  debt owed to the legal firm by the  Company.  The Company  computed the
number of options issued in this transaction  based on the estimated fair market
value of the Company's common stock on the date of issuance.

On June 9, 2005, the Company sold, under a private placement offering, 1,000,000
shares  of  common  stock at $0.02  per  share for a total of $8,500 in cash and
$11,500 in the form of forgone debt owed to a consultant and related  party.  In
addition, 3,000,000 warrants were also granted in conjunction with this offering
at a price of $0.02. (See Note 9.)

On July 28, 2005,  the Company  issued  250,000  common shares to AGORA Investor
Relations  Corp pursuant the terms of it's agreement with the Company dated July
28, 2005.

On September 1, 2005, the Company  issued 500,000 shares of restricted  stock as
an initial signing bonus to M.Ali Lakhani  Personal Law Corporation  pursuant to
the terms of his contract with the Company dated September 1, 2005.

On September 23, 2005,  the Company  issued  1,283,697  common shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.

On September  30, 2005,  the Company  issued  776,398  common  shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.

On September 26, 2005 an employee of the Company exercised 100,000 stock options
at $0.08 per share for the aggregate exercise price of $8,000.

NOTE 9 - COMMON STOCK OPTIONS AND WARRANTS

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

In  accordance  with SFAS No. 123, the fair value of stock  options and warrants
granted are estimated  using the  Black-Scholes  Option Price  Calculation.  The
following  assumptions were made to value the stock options and warrants for the
period  ended  September  30, 2005;  estimated  risk-free  interest  rate of 4%,
estimated volatility of 120% and term of two years.

Warrants

During the quarter ended June 30, 2005, the Company sold 1,000,000 common shares
through a private placement.  In addition,  the purchaser of the shares received
warrants  to purchase  three  additional  shares of common  stock for each share
purchased, exercisable at $0.02 per share for a period of two years.

Stock Options

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

<TABLE>
<CAPTION>
                                                                   Weighted Average
                                                Number of Shares   Exercise Price
                                                ----------------   --------------
<S>                                                <C>              <C>
Outstanding at December 31, 2004                   19,747,390       $       0.14
Granted                                             5,066,610       $       0.14
Exercised                                          (8,536,610)      $       0.12
Forfeited                                                  --       $         --
                                                   ----------       ------------
Options outstanding at September 30, 2005          16,277,390       $       0.14
                                                   ==========       ============
Options exercisable at September 30, 2005          14,192,390       $       0.13
                                                   ==========       ============
Weighted average fair value of options granted                      $       0.12
                                                                    ============
</TABLE>


                                       15
<PAGE>

Summarized  information  about stock  options  outstanding  and  exercisable  at
September 30, 2005 is as follows:

<TABLE>
<CAPTION>
                                            -----------------------------------------------------------------
                                            Options Outstanding
                                            -----------------------------------------------------------------
              Exercise                                           Weighted Ave.          Weighted Ave.
              Price                         Number               Remaining              Exercise
              Range                         of Shares            Life                   Price
              ----------------------------- -------------------- ---------------------- ---------------------
<S>                                         <C>                  <C>                    <C>
              $0.03 - $0.26                 16,277,390           1.50                   $           0.14
<CAPTION>
                                            ------------------------------------------- ---------------------
                                            Options Exercisable
                                            ------------------------------------------- ---------------------
              Exercise                                           Weighted Ave.          Weighted Ave.
              Price                         Number               Remaining              Exercise
              Range                         of Shares            Life                   Price
              ----------------------------- -------------------- ---------------------- ---------------------
<S>                                         <C>                  <C>                    <C>
              $0.03 - $0.26                      14,192,390      1.50                   $           0.13
<CAPTION>
                                 Number of             Weighted Average             Average Exercise
                                 Warrants              Remaining Life               Price
                                 ------------------    --------------------------   -----------------------
<S>                              <C>                   <C>                          <C>
       Outstanding and
           exercisable           11,516,621            3.50                         $0.21
</TABLE>

NOTE 10 - COMMITMENTS AND CONTINGENCIES

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

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

As of the date of these financial statements, the purchase requirements have not
been made and it has been  determined by the Company to be a remote  possibility
that the licensor  will enforce the minimum  purchase  requirements,  therefore,
there has not been an accrual made to the  financial  statements  to reflect any
estimated  liability  pertaining  to this  agreement  due to the  fact  that the
maximum  time  period  to make a claim  expired  prior  to the  issuance  of the
financial statements.

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

Year ended December 31,                Minimum Amount
-----------------------                --------------
2005                                   $262,805
2006                                   276,739
2007                                   182,432
2008                                   135,000
2009 and thereafter                    435,000


                                       16
<PAGE>

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

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

Regulatory Risks and Claims
The Company's products are subject to regulation by a number of federal,  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.

Secured Promissory Note
On February 24, 2005 we received a loan of $200,000  from  Cornell  secured by a
secured  promissory  note.  Under the terms of the secured  promissory note, the
loan is  payable by April 24,  2005 and  accrues  interest  at a rate of 12% per
annum.  In  connection  with the issuance of the Secured Note, we agreed to: (i)
pay Cornell a fee of $20,000;  and (ii) pay Yorkville Advisors  Management LLC a
structuring fee in the amount of $2,500.  As a condition to Cornell's entry into
the Secured  Note on February  24, 2005,  an employee of EYI,  Janet  Carpenter,
entered into a guaranty agreement with Cornell and a pledge and escrow agreement
with Cornell and David Gonzalez. Pursuant to the terms of the guaranty agreement
and the pledge and escrow  agreement,  Ms.  Carpenter  agreed to: (i) personally
guarantee the payment and performance obligations of EYI under the Secured Note;
and (ii)  pledge to  Cornell  3,000,000  shares of EYI held by her to secure the
obligations  of EYI under the Secured Note. In  consideration  of Ms.  Carpenter
providing the guarantee  and pledge,  EYI entered into a bonus shares  agreement
dated February 14, 2005 with Ms. Carpenter, pursuant to which we agreed to issue
to Ms.  Carpenter  800,000 shares of our common stock at a deemed price of $0.05
per share. The shares are to be issued to Ms. Carpenter pursuant to Regulation S
of the Securities Act. (See Note 8.) On August 3, 2005, this promissory note was
fully  retired.  On August 1, 2005, the Company  entered into a promissory  note
agreement with Cornell Capital Partners, LP for the principal sum of one Million
(U.S.) dollars  ($1,000,000) and will be payable in thirteen weekly  instalments
beginning  September 23, 2005 and ending on December 16, 2005.  Interest on this
note is twelve percent (12%) per annum.  The Company has further agreed to repay
this loan by issuing  common  stock that is  currently  held in escrow.  Subsidy
Agreements On July 23, 2004, the Company  entered into subsidy  agreements  with
three related parties in which the Company agreed to pay a guaranteed  amount of
$2,500 per week to each party for sales and marketing services.  This is in lieu
of all commissions  earned by each of these three  individuals.  The Company has
renewed these agreements every 12 weeks since they became effective.

Standby Equity Distribution Agreement
On  June  22,  2004,  the  Company  entered  into  a  two-year   standby  equity
distribution agreement with Cornell Capital Partners LP ("Cornell"). Pursuant to
this agreement,  Cornell will purchase up to 10,000,000  shares of the Company's
common stock through a placement  agent.  The Company issued 1,300,000 shares of
its common stock to Cornell and the  placement  agent upon the inception of this
agreement. The $390,000 value of these shares was based on the fair market value
of the shares on the date of the contract and is recognized as a period  expense
due to the fact that the 1,300,000 shares have been deemed to be fully earned as
of the date of the agreement. (See Note 6.)


                                       17
<PAGE>

On May 13, 2005 the Company entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners,  LP ("Cornell") pursuant to which we entered into
the following agreements:  a Registration Rights Agreement, an Escrow Agreement,
and a Placement Agent Agreement. Pursuant to the terms of the new Standby Equity
Distribution Agreement,  we may, at our discretion,  periodically issue and sell
shares of our common  stock for a total  purchase  price of $10  million.  If we
request advances under the Standby Equity Distribution  Agreement,  Cornell will
purchase  shares of our  common  stock  for 98% of the  lowest  volume  weighted
average price on the  Over-the-Counter  Bulletin Board or other principal market
on which our common  stock is traded for the 5 days  immediately  following  the
advance  notice  date.  Cornell  will  retain 5% of each  advance  under the new
Standby Equity Distribution  Agreement. We may not request advances in excess of
a total  of $10  million.  Pursuant  to the  terms  of our  Registration  Rights
Agreement and the Standby Equity  Agreement with Cornell,  we agreed to register
and qualify,  among other things, the additional shares due to Cornell under the
Standby Equity  Agreement under a registration  statement filed with the SEC. We
signed a Termination  Agreement on May 13, 2005,  for the purpose of terminating
our Standby Equity  Distribution  Agreement,  Registration  Rights Agreement and
Escrow Agreement  previously entered into with Cornell on June 22, 2004.On April
4, 2005 we entered  into a  redemption  agreement  with TAIB Bank E.C.  ("TAIB")
pursuant  to which TAIB  agreed to acquire by  assignment  a two year 5% secured
convertible  debenture issued to Cornell Capital Partners,  L.P.  ("Cornell") in
the amount of $245,000, and a two year 5% convertible debenture in the amount of
$5,000 held by Kent Chou, in  consideration  of which we agreed not to modify or
renegotiate the terms of our Standby Equity Distribution Agreement ("SEDA") with
Cornell, and to use any proceeds obtained by EYI under the SEDA to make payments
on the  debentures.  The  debentures  were assigned to TAIB on April 4, 2005.

Letter of Commitment
In February,  2004 we entered  into a letter of  commitment  with  Source,  Inc.
("Source")  for the  purpose  of  further  developing  our  corporate  marketing
position with Source and for assistance in raising equity  capital.  Pursuant to
the terms the  letter  agreement,  we agreed to: (i) pay Source 20% of the gross
revenues generated by Source under a Corporate Marketing  Organization Agreement
("CMO Agreement") previously entered into with Premier Lifestyles  International
Corporation,  a company related to Source; (ii) to offer up to $4,000,000 of EYI
restricted  stock  over  a 90  day  period  at  $0.21  per  share  and  warrants
exercisable  at a price of $0.30  per  share for  investors  referred  to EYI by
Source in connection  with any equity  offerings by EYI; (iii) at the end of the
12 months  period  following  execution  of the  agreement,  and if  Source  had
referred  enough  investors to raise a minimum of  $500,000,  to issue to Source
$1,800,000  in common  stock of EYI or pay the  balance  in cash;  and (iv) on a
monthly basis,  during the 12 month period,  pay 50% of all monies  collected by
EYI from Source referred investors,  to be paid to Source towards the $1,800,000
to pay for the CMO  Agreement  and  $300,000  towards  a  proposed  web  portal.
Subsequently,  we terminated  the CMO agreement in accordance  with its terms in
July, 2004, and notified Source that they failed to raise the minimum funding of
$500,000 in connection with EYI's equity offering closing in June, 2004.  Source
has  notified EYI that they dispute the fact that they did not raise the minimum
financing  amount.  Management  believes that if Source were to advance any such
claims  against  EYI its  chance of  success  would be  remote  and we intend to
vigorously defend against any potential legal claims respecting this matter.

Service Agreement
On  April  22,  2005  Essentially  Yours  Industries,  Inc.,  our  wholly  owned
subsidiary ("EYII") entered into a Fulfillment  Services Agreement with Source 1
Fulfillment  ("Source One") to warehouse and ship our products.  Pursuant to the
terms of the  agreement,  Source  One  agreed to  provide  certain  storage  and
fulfillment  services  to EYII at the  rates  set  out in the  schedules  to the
agreement.  Source One also  agreed to pay a referral  commission  of 10% of all
handling  fees for any client EYII brings to Source One. The  agreement is for a
term of one year and automatically  renews each year unless terminated by either
party in accordance  with the terms of the agreement.  Subsequently in May, 2005
we ceased  warehousing and distributing  our products through Halo  Distribution
LLC  ("Halo"),  our wholly owned  subsidiary.  We  presently  intend to continue
warehousing and shipping our products through Source One.

Reseller Agreement
On May 11, 2005 the Company entered into a Reseller Agreement with ("MARTI") for
a term  of five  (5)  years,  pursuant  to  which  MARTI  appointed  EYII as the
exclusive  distributor  of certain  specially  formulated  MARTI  products  on a
consignment  basis and provide EYII with a 1000 units of  inventory  for sale to
its customers, proceeds of which are subject to fee payments to MARTI as set out
in the schedules accompanying the agreement.


                                       18
<PAGE>

On July 28, 2005, the Company entered into an Investor Relations  Agreement with
Agora Investor Relations Corp ("AGORA").  Pursuant to the terms of the agreement
AGORA  agreed to provide  certain  services  including  marketing,  branding and
investor  communications  services,  in consideration of which we agreed to: (i)
pay AGORA a fee of $2,500 per month commencing August 1, 2005; and (ii) issue to
AGORA  warrants to be registered by us to purchase  350,000 shares of our common
stock  exercisable at a price of $0.06 per share and vesting over a twelve month
period.  The agreement is for an initial term of August 1, 2005 to July 31, 2006
and is renewable at EYI's option for an  additional  term of 12 months under the
same terms and conditions.

Escrow Fund
On  August  1,  2005,   pursuant  to  references  made  to  the  Standby  Equity
Distribution Agreement dated June 22, 2004, and the Promissory Note dated August
1,  2005,  the  Company   allocated   fifty-one  million  two  hundred  thousand
(51,200,000) shares of the Company's common stock into escrow.

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

NOTE 11 - DISCONTINUED OPERATIONS

During the period ended  September 30, 2005, the Company  elected to discontinue
the operations of Halo  Distribution LLC (hereinafter  "Halo"),  a subsidiary of
the Company and  recorded  costs  associated  from  discontinued  operations  of
$380,368  for the period ended  September  30,  2005.  In addition,  the Company
reclassified  the  December  31,  2004  balance  sheet to  reflect  $405,838  of
liabilities   from  the   discontinued   subsidiary   and  recorded  costs  from
discontinued operations of $102,261 for the period ended September 30, 2004.

The assets and liabilities disposed of from discontinued operations at September
30, 2005 were as follows:

               Total Assets               $     --

      Accounts payable                    $ 79,049
      Accrued liabilities                  198,850
      Accounts payable - related party     105,000
                                          --------
               Total Liabilities           382,899
      Less:  Minority interest               7,555
                                          --------
      Liabilities in excess of assets     $375,344
                                          ========

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

On February 14, 2005 the Company  entered into a bonus share  agreement with one
of our employees and issued 800,000 shares of our common stock  according to the
terms of the agreement. (See Note 8 and 10.)

On  February  10,  2005,  we  entered  into a  loan  agreement  with  one of our
employees,  pursuant  to  which  we  loaned  her  $180,000  for the  purpose  of
exercising  3,000,000  incentive  stock  options  issued  to her under our stock
compensation  program.  The loan is payable on demand and accrues  interest at a
rate of 4% per annum.  The loan was secured by a promissory note dated effective
February 10, 2005 and deemed to be a subscription receivable. On August 10, 2005
the  promissory  note was  re-assigned  to  Winslow  Drive in  exchange  for the
3,000,000 shares


                                       19
<PAGE>

NOTE 13 - CONCENTRATIONS

Bank Accounts
The Company  maintains its cash  accounts in two  commercial  banks.  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.  At September 30, 2005 and December
31, 2004, a total of $0, and $248 respectively, was not insured.

Economic Dependence
During the year,  the Company  purchased  approximately  90% of its products for
resale from one  company,  Nutri-Diem  Inc.,  which is the sole  supplier of the
Company's  flagship  product  Calorad.  Pursuant  to a purchase  agreement,  the
Company is subject to minimum purchases per annum. (See Note 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. ("EYII"), along with the transfer agreement,
license agreement,  and agency appointment  agreement,  in settlement of amounts
owed to him. As part of this  transaction,  EYI Corp.  agreed to provide to EYII
the services outlined in a management agreement.

The Company  acquired,  through  agreements with Essentially  Yours  Industries,
Corp. ("EYI Corp"), the rights, title, and interest in and to the contracts with
the Company's Independent Business Associates as well as the rights and licenses
to trademarks and formula for the Company's primary  products.  Expanded details
are explained in Note 7.

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

See note 10 regarding subsidy agreements with related parties.

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

NOTE 15 - SUBSEQUENT EVENTS

On October 7, 2005, the Company issued 802,139 common shares to Cornell  Capital
pursuant to the repayment terms of the Promissory Note dated August 1, 2005.

On October 10,  2005,  the Company  issued  1,871,658  common  shares to Cornell
Capital in  repayment  of the cash  advance  received on that date from  Cornell
Capital  in the  amount  of  $175,000  in  connection  with the  Standby  Equity
Distribution Agreement.

On October 14, 2005, the Company issued 866,051 common shares to Cornell Capital
pursuant to the repayment terms of the Promissory Note dated August 1, 2005.

On October 21,  2005,  the Company  issued  1,069,900  common  shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.

On October 28,  2005,  the Company  issued  1,453,488  common  shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.

On  November 2, 2005,  the Company  issued  3,391,473  common  shares to Cornell
Capital in  repayment  of the cash  advance  received on that date from  Cornell
Capital  in the  amount  of  $175,000  in  connection  with the  Standby  Equity
Distribution Agreement.

On  November 4, 2005,  the Company  issued  1,381,215  common  shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.

On November 11, 2005,  the Company  issued  1,732,102  common  shares to Cornell
Capital pursuant to the repayment  schedule for the Promissory Note dated August
1, 2005.


                                       20
<PAGE>

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 24 nutritional  products in two categories,  dietary
supplements and personal care products.  Our most successful product is Calorad,
a liquid  collagen-based  dietary supplement  presently available on the market.
These products are marketed  through a network  marketing  program in which IBAs
(Independent  Business  Associates)  purchase  products  for  resale  to  retail
customers as well as for their own personal  use. We have a list of over 380,000
IBAs, of which approximately 9,100 we consider "active".  An "active" IBA is one
who purchased our products  within the preceding 12 months.  Over 1,300 of these
IBAs are  considered  "very  active".  A "very  active" IBA is one who is on our
automatic Auto-ship Program and is current with their annual administration fee.
Our  Auto-ship  Program  allows our IBAs to set up a  reoccurring  order that is
automatically shipped to them each month.

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

On an ongoing basis we review our product line for  duplication and sales trends
and make  adjustments  accordingly.  As of September 30, 2005,  our product line
consisted  of:  (i) 18 dietary  supplement  products;  and (ii) 6 personal  care
products consisting  primarily of cosmetic and skin care products.  Our products
are primarily manufactured by Nutri-Diem,  Inc., a related party, and sold by us
under a license and distribution  agreement with Nutri-Diem.  Certain of our own
products  are  manufactured  for us by third  party  manufacturers  pursuant  to
formulations  developed for us. Our products are sold to our IBAs located in the
United States and Canada.

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


                                       21
<PAGE>

Recent Corporate Developments

We experienced the following  significant  developments  since the completion of
our last fiscal quarter ended June 30, 2005:

      1.    On August 28, 2005 we  incorporated a wholly owned  subsidiary,  EYI
            HK.  The EYI HK  office  consists  of the  entire  15th  floor  in a
            centrally  located  building at No. 1 Minden Avenue,  Tsim Sha Tsui,
            Kowloon.  The office is intended to be used to service  distributors
            and provide a product pick up depot for Code  Blue(tm),  Calorad(r),
            Prosoteine(r)  and the newest EYI product,  Calorad  Cream.  The new
            office will also play a role in supporting  the sales,  distribution
            and  logistics of the CEIEC agency  agreement.  In  connection  with
            opening our new office in Hong Kong,  on  September  28, 2005 EYI HK
            entered  into a Lease with Dombas  Estates  Limited for the lease of
            office space located at Nos. 1-3, 15th Floor of No. 1 Minden Avenue,
            Tsim Sha  Tsui,  Kowloon.  The  lease  is for a two  year  term at a
            monthly rent of approximately $3,500 USD (HK$22,920).

      2.    On September 23, 2005, EYI HK entered into an agency  agreement (the
            "Agency Agreement") with Guangzhou Zhongdian Enterprises (Group) Co.
            Ltd.  ("GZE") and China  Electronics  Import and Export  South China
            Corporation   ("CEIEC").   Pursuant  to  the  terms  of  the  Agency
            Agreement,  EYI HK granted to CEIEC and its wholly owned  subsidiary
            GZE,  the  exclusive  right to  distribute  EYI's Code BlueTM  water
            filtration  systems (the "Water Filtration  Systems") in China for a
            period of two years  subject to, among other  things,  the following
            conditions:  (i) CEIEC  purchasing  a  minimum  of  4,000,000  Water
            Filtration  Systems  in each year  commencing  in 2006;  (ii) EYI HK
            issuing an exclusive  agency  certificate  to CEIEC  confirming  the
            grant of agency rights;  (iii)EYI HK guaranteeing  the safety of its
            products  to be sold on the  Chinese  market and that the  packaging
            specifications  will meet the product safety  standard and packaging
            standards  as  required  in  China;  (iv)  CEIEC  committing  to the
            purchase (the "Purchase  Plan"):  of the amount of Water  Filtration
            Systems outlined in the following purchase plan; (v) If, in any year
            CEIEC purchases fewer than 4,000,000 Water Filtration Systems in the
            Purchase Plan it will cease to have the  exclusive  agency rights to
            the Water Filtration Systems but continue to be non-exclusive agents
            of EYI HK; (vi) If, in any year CEIEC  purchases fewer than one-half
            of the Water Filtration  Systems in the Purchase Plan, EYI HK may at
            its option adjust the price of the Water Filtration Systems supplied
            to CEIEC under the  Purchase  Plan;  and (vii) CEIEC agree to obtain
            all required regulatory approvals in China relating to the marketing
            and  distribution of the Water Filtration  Systems.  Pursuant to the
            terms of the  Agency  Agreement,  CEIEC  reserves  the  right,  upon
            reasonable notice to EYI HK, to increase,  or decrease the number of
            Water  Filtration  System units that it purchases under the Purchase
            Plan,  based on its evaluation of market demand in China, and agreed
            to commence  purchases  under the Purchase Plan in October 2005, and
            place  subsequent  purchase orders on a quarterly basis. The parties
            agreed that CEIEC may upon  reasonable  notice to EYI HK, assign its
            interest in the Agency Agreement to its nominee company, but remains
            a party to the agreement notwithstanding any such assignment.

      3.    EYI HK entered into a Logistics Management Agreement dated September
            1,  2005  with  All  In  One  Global   Logistics   Ltd.  to  provide
            international freight, warehousing and distribution services in Hong
            Kong for a period of two years.

      4.    On  September  1, 2005,  EYI  entered  into an  agreement  for legal
            services  with  M.  Ali  Lakhani   Personal  Law  Corporation   (the
            "Contractor") to provide EYI and its subsidiaries with certain legal
            services  in exchange  for a monthly fee of US$8,000  and a one time
            issuance  of 500,000  restricted  shares of our common  stock to the
            Contractor  or  its  nominee,   pursuant  to  Regulation  S  of  the
            Securities Act of 1933. The contract is on a month-to-month basis.


                                       22
<PAGE>

      5.    We entered into an investor relations agreement (the "IR Agreement")
            dated  as of July 28,  2005  with  AGORA  Investor  Relations  Corp.
            ("Agora"), a private company incorporated under the laws of Ontario,
            Canada.  Pursuant  to the  terms of the  agreement  Agora  agreed to
            provide certain services including marketing,  branding and investor
            communications services, in consideration of which we agreed to: (i)
            pay Agora a fee of $2,500 per month  commencing  August 1, 2005; and
            (ii) issue to Agora  warrants  to be  registered  by us to  purchase
            350,000  shares of our common stock  exercisable at a price of $0.06
            per share and vesting over a twelve month  period.  The Agreement is
            for an  initial  term of  August  1,  2005 to July  31,  2006 and is
            renewable at EYI's option for an additional  term of 12 months under
            the same terms and conditions.  On October 5, 2005 we amended the IR
            Agreement  with Agora.  The IR Agreement  was amended to provide for
            the  issuance of 250,000  restricted  shares of our common  stock in
            place of the warrants to be received by Agora initially under the IR
            Agreement.  The shares were issued  pursuant to  Regulation S of the
            Securities Act of 1933 and Canadian  National  Instrument  45-106 on
            the basis that Agora is an accredited investor.

We intend over the next twelve months to undertake the following:

New  Product  Introduction.  In May 2005,  we  entered  into a 5 year  exclusive
Reseller Agreement with Metals & Arsenic Removal Technology,  Inc ("MARTI"). The
Reseller   Agreement  offers  EYI  exclusive   network  marketing  rights  of  a
reformulated version of the MARTI products. The MARTI units are a portable water
filtration  product that have been tested in an EPA  accredited  laboratory  and
tests concluded that the filtration unit effectively  treats and removes arsenic
from water supplies.  In June 2005, we initiated our pre-launch  program for the
MARTI  products,  now named Code  Blue(TM).  Shipments of this product  began in
August 2005.

International  Sales.  We see  international  sales as a key  component  for our
growth in the next 5 years. During our second quarter of fiscal 2004, we entered
into a joint venture agreement (the "JV Agreement") with World Wide Buyers' Club
Inc. ("WWBC") and Supra Group,  Inc. ("Supra Group"),  dated as of May 28, 2004,
for the purpose of jointly  marketing and  distributing our products through the
existing  Supra  Group  distribution  system  in the  Latin  American  countries
identified  in the JV  Agreement  and the  products  of Supra  Group  using  the
existing EYI distribution system to residents in the U.S. We believe Supra Group
has significant international  experience,  expertise and contacts and that this
alliance will assist in our ability to expand into Spanish-speaking countries.

Over the next twelve  months we intend to expand our  operations  into the Asian
market.  In June 2005, we secured the consulting  services of Ms. Eliza Fung who
will primarily assist in the entry and development of EYI into the Asian market.
In August 2005 we incorporated a new company, Essentially Yours Industries (Hong
Kong) Limited and in September 2005 we opened an office in Hong Kong. The office
is intended  to be used to service  distributors  and provide a product  pick up
depot for Code Blue(TM),  Calorad(R),  Prosoteine(R) and the newest EYI product,
Calorad  Cream.  The new office will also play a role in  supporting  the sales,
distribution and logistics of the CEIEC agency agreement.

Network  Support.  We intend to expand the  marketing of our Calorad  product by
internet  direct and the  distribution  network.  We also  intend to support the
growth and  expansion of the Sales  Communication  department.  Their success is
measured  on the number of inactive  IBAs who,  through the efforts of the Sales
Communication department, become current with their membership fees and purchase
our products.  As the revenues  generated by this department  grow, we intend to
add additional staff. Also, over the next twelve months we intend to promote our
Autoship Program by offering one or more of the following:  initial  incentives,
purchase  discounts,  and  long-term  commitment  rewards.  We believe  that our
automated ordering system supports on-going sales.


                                       23
<PAGE>

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

<TABLE>
<CAPTION>
                                       Third Quarter Ended September 30                Nine Months Ended September 30
                                  -----------------------------------------      -----------------------------------------
                                     2005           2004        Percentage         2005           2004          Percentage
                                                                 Increase /                                     Increase /
                                                                (Decrease)                                      (Decrease)
<S>                               <C>            <C>               <C>           <C>            <C>              <C>
Revenue                           $1,335,963     $1,349,170        (0.98%)       $3,850,246     $4,769,608       (19.28%)
Cost of Goods Sold                $  350,188     $  249,634        40.28%        $  840,125     $  956,567       (12.17%)
Gross Profit before commission    $  985,775     $1,099,536       (10.35%)       $3,010,121     $3,813,041       (21.06%)
expense
Commission expense                $  513,449     $  545,747        (5.92%)       $1,435,911     $2,000,401       (28.22%)
Gross Profit                      $  472,326     $  553,789       (14.71%)       $1,574,210     $1,812,640       (13.15%)
Gross Profit Margin                   35.35%         41.05%       (13.87%)           40.89%          38.0%        7.58%
</TABLE>

Revenues

During the three  months  ended  September  30,  2005 we had total  revenues  of
$1,335,963  as compared to  revenues of  $1,349,170  for the same period in 2004
which represents a decline of $13,207 or 1%. The  year-to-date  results for 2005
compared with 2004  indicate a revenue  decline of $919,362 or 19%. The decrease
in our revenues can be primarily attributed to the following factors:

o     Our inability to attract new IBA's

o     Lack of IBA participation in our auto-ship program

o     our inability to fund marketing  initiatives and programs that may promote
      growth within new markets and existing ones

Gross Profit

During the three months ended  September 30, 2005 as compared to the same period
in 2004,  we had gross  profits of  $472,326  and  $553,789  respectively.  This
represents  a decline of  $81,463  or 15%.  The  year-to-date  results  for 2005
compared with 2004 indicate that the gross profit has declined  $238,430 or 13%.
The decline in our gross profit is primarily attributed to our decreased sales.

Expenses

Operating expenses:

The following table summarizes operating expenditures for the periods indicated:

Operating Expenses

<TABLE>
<CAPTION>
                                -------------------------------------------    ------------------------------------------------
                                     Third Quarter Ended September 30                  Nine Months Ended September 30
                                -------------------------------------------    ------------------------------------------------
                                                               Percentage                                         Percentage
                                    2005          2004         Increase /          2005            2004           Increase /
                                                               (Decrease)                                         (Decrease)
<S>                                 <C>           <C>          <C>                  <C>           <C>            <C>
Consulting fees                     $  273,026    $  318,095   (14.17%)             $  751,836    $  823,989       (8.76%)
Legal and professional              $  107,333    $  104,129     3.08%              $  254,090    $  270,503       (6.07%)
Customer service                    $    9,771    $   84,636   (88.46%)             $  161,776    $  303,720      (46.74%)
Finance and administration          $  299,735    $1,166,046   (74.29%)             $  663,216    $1,591,332      (58.32%)
Sales and marketing                 $   42,569    $  108,790   (60.87%)             $   47,560    $  144,599      (67.11%)
Telecommunications                  $  118,881    $  178,818   (33.52%)             $  361,139    $  391,885       (2.89%)
Wages and benefits                  $  252,095    $  293,409   (14.08%)             $  995,247    $  780,078       27.58%
Warehouse expense                   $   66,220    $   20,766   218.89%              $  128,066    $  185,640      (31.01%)
Operating Expenses                  $1,169,630    $2,274,689   (48.58%)             $3,362,927    $4,471,746      (24.80%)
</TABLE>


                                       24
<PAGE>

We  incurred  operating  expenses in the amount of  $1,169,630  during the three
months ended  September 30, 2005,  compared to  $2,274,689  for the three months
ended September 30, 2004. The following  explains the most  significant  changes
for the periods presented:

Consulting fees - For the three months ended September 30, 2005, consulting fees
totaled  $273,026 as compared to $318,095 for the three  months ended  September
30, 2004. The net  difference of $45,069 is primarily  attributed to the expense
of vested options accrued during September 2004 quarter.

Customer  Service - For the three months  ended  September  30,  2005,  customer
services  fees  totaled  $9,771  and  represented  1%  of  our  total  operating
expenditures,  as compared to $84,636 or 4% of the total operating  expenditures
for the three months ended September 30, 2004. These expenditures  represent the
services  provided  by EYI  Corp.  pursuant  to the  terms of  their  management
agreement with our subsidiary Essentially Yours Industries,  Inc. ("EYII"). EYII
has since  acquired  its own  employee  base to support the  services  that were
previously provided by EYI.

Finance and  administration  - For the three  months ended  September  30, 2005,
finance and  administration  fees totaled  $299,735 and  represented  26% of our
total  operating  expenditures,  as compared to  $1,166,046  or 51% of the total
operating expenditures for the three months ended September 30, 2004. During the
quarter ended  September 30, 2004,  EYI expensed  approximately  $1,078,000  for
vested stock options.  During the quarter ended September 30, 2005, EYI expensed
$150,000 for financing fees.

Sales & Marketing The Sales and Marketing expenses for the three and nine months
ended September 30, 2005 were $42,569 and $47,560 respectively. During the third
quarter, the Company increased its marketing budget to accommodate the marketing
of the new Code  Blue  product  and to  create  marketing  tools  for the  Asian
market.

Wages and benefits - For the three months ended September 30, 2005, wages
and  benefits  totaled  $252,095  and  represented  22% of our  total  operating
expenditures, as compared to $293,409 or 13% of the total operating expenditures
for the three months ended  September 30, 2004. The decline is directly  related
to the reduction of staff in an effort to conserve cash flow.

FINANCIAL CONDITION

Cash and Working Capital

<TABLE>
<CAPTION>
                                      ---------------------------------------------------------------------
                                                                                          Percentage
                                        At September 30,      At December 31, 2004        Increase /
                                              2005                   2004                 (Decrease)
<S>                                         <C>                    <C>                       <C>
Current Assets                              $848,740               $1,228,714                (31%)
Current Liabilities                        $3,122,995              $1,853,252                 69%
Working Capital (Deficit)                 ($2,274,255)             ($624,538)               (264%)
</TABLE>

We had cash of $9,946 as at September  30, 2005,  compared with cash of $0 as at
December 31, 2004.  We had a working  capital  deficit at September 30, 2005 and
December 31, 2004 of $2,274,255 and $624,538  respectively.  The increase to our
working capital  deficit was primarily  attributed to the increases in our trade
payables, related party payables and the Cornell Capital loan.


                                       25
<PAGE>

Liabilities

<TABLE>
<CAPTION>
                                      ---------------------------------------------------------------------
                                                                                          Percentage
                                        At September 30,         At December 31,          Increase /
                                              2005                    2004                (Decrease)
<S>                                         <C>                    <C>                        <C>
Accounts Payable and  Accrued
Liabilities                                 $1,493,496             $1,141,001                 31%
Accounts Payable-Related Parties            $695,003                $159,455                 336%
Convertible Debt-Related Party, Net
Of  Discount                                   $0                   $379,724                (100%)
Interest payable, convertible debt             $0                    $10,616                (100%)
Loan Payable, Cornell                       $844,496                   $0                    100%
</TABLE>

We had an increase of 31% in Accounts Payable and Accrued Liabilities during the
three months which  represents  the increase in unpaid trade  payables.  We also
experienced a 336% increase in Accounts  Payable-Related Parties which is due to
the  increase  in unpaid  wages of two of our  officers  and an  increase in the
amount owed to EYI.  During the September  2005  quarter,  EYI fully retired the
debentures.  Also during this  quarter,  EYI entered into a loan for  $1,000,000
with Cornell Capital with weekly repayment dates.

Cash Used in Operating Activities

Cash used in operating  activities for the nine months ended  September 30, 2005
was  $733,168  compared  to  $682,512  for  the  comparative   period  in  2004,
representing an increase of $50,656 or 7%.

Cash Provided by Financing Activities

We have continued to finance our business  primarily  through private  placement
sales of our  common  stock,  exercises  of stock  options,  short  term  loans,
conversion  of accrued  liabilities  into  stock and  through  increases  in our
accrued liabilities and accounts payable.  Cash provided by financing activities
for the nine months ended September 30, 2005 was $694,044,  compared to $660,701
for the nine months ended September 30, 2004.

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  $2,274,255 and an accumulated deficit
of approximately $9,481,000 incurred through September 30, 2005.

Our current sources of working capital are sufficient to satisfy our anticipated
current working capital needs. In the event we do not receive further  financing
from our  arrangements  with  Cornell,  we will be required  to seek  additional
financing to fully  implement  our business  plan.  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.

We  presently do not have any  arrangements  in place for the sale of any of our
securities  and  there  is no  assurance  that we will  be  able  to  raise  any
additional capital that we require to continue operations.  In the event that we
are unable to raise additional  financing on acceptable  terms, then we may have
to scale back our plan of operations and operating  expenditures.  We anticipate
that we will  continue to incur  losses  until such time as the  revenues we are
able to generate from sales and  licensing of our products  exceed our increased
operating expenses.  We base this expectation in part on the expectation that we
will incur  increased  operating  expenses  in  completing  our  stated  plan of
operations and there is no assurance that we will generate  revenues that exceed
these expenses.


                                       26
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

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

Critical Accounting Policies

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

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

Accounts Receivable and Bad Debts

We estimate bad debts utilizing the allowance method, based upon past experience
and current  market  conditions.  At March 31, 2005 and December  31,  2004,  we
recorded allowances of $19,853 and $16,321 to cover accounts receivable balances
over 60 days.

Inventory

We record  inventories  at the lower of cost or market on a first-in,  first-out
basis.  Our product  inventory is reviewed each month and also when the re-order
of the product is necessary. On a monthly basis, our inventory is reviewed based
on the  expiration of our existing  inventory.  Product that has a shelf-life of
less than 60 days is written off or discounted. A re-order review consists of an
evaluation of our current monthly sales volume of the product,  cost of product,
shelf-life of the product,  and the manufacturers  minimum purchase  requirement
which all determine the overall potential  profitability or loss of re-ordering.
If the re-order of the product has an assessed loss, then the  recommendation to
management is to remove the product from the product line.

Restricted Cash

Restricted  cash includes  deposits  held in a reserve  account in the amount of
$100,370 and $100,248 at March 31, 2005 and December 31, 2004 respectively. Such
deposits are required by the bank as protection  against  unfunded  charge backs
and returns of credit card transactions.

Revenue Recognition

We are in the  business  of  selling  nutritional  products  in two  categories:
dietary supplements and personal care products.  Sales of personal care products
represent  less than 5% of the overall  revenue and therefore are not classified
separately in the financial statements. We recognized revenue from product sales
when the products are shipped and title passes to customer.  Administrative fees
charged to the Independent  Business  Associates are included in the gross sales
and  amounted  $41,096 and $67,500 for the three months ended March 31, 2005 and
March 31, 2004 respectively.

Stock Options And Warrants Granted To Employees And Non-Employees

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


                                       27
<PAGE>

Recent Accounting Pronouncements

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

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

RISKS AND UNCERTAINTIES

We have a  limited  operating  history,  an  accumulated  deficit  and may  have
continued losses for the foreseeable future with no assurance of profitability.

As of September 30, 2005, we had an accumulated  deficit of $9,480,358.  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,
international  sales,  and warehouse  sales,  believe that we will eventually be
able to reverse  the  present  deficit.  Management  intends to seek  additional
capital from new equity securities offerings that should provide funds needed to
increase liquidity,  and implement our business plan. Management's plans include
negotiations to convert portions of existing debt into equity.

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

We have a working capital deficit;  we may need to raise  additional  capital to
finance operations.

We have relied on significant  external financing to fund our operations.  As of
September 30, 2005,  we had $9,946 of cash on hand and our total current  assets
were $848,740. Our current liabilities were $3,122,995 as at September 30, 2005.
We will  need to raise  additional  capital  to fund our  anticipated  operating
expenses and future  expansion.  Among other things,  external  financing may be
required to cover our operating costs.  Unless we obtain profitable  operations,
it is unlikely that we will be able to secure additional financing from external
sources. If we are unable to secure additional  financing or we cannot draw down
on the  Standby  Equity  Distribution  Agreement,  we  believe  that  we will be
required to seek additional financing to fund our continued operations. The sale
of our  common  stock  to raise  capital  may  cause  dilution  to our  existing
shareholders. Our inability to obtain adequate financing will result in the need
to curtail business operations.  Any of these events would be materially harmful
to our business and may result in a lower stock price.  Our  inability to obtain
adequate  financing will result in the need to curtail  business  operations and
you could lose your entire investment.  Our financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                       28
<PAGE>

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,  2004,  relative  to our ability to  continue  as a going  concern.  We have
negative working capital of approximately  $2,275,000 and an accumulated deficit
incurred through  September 30, 2005, which raises  substantial  doubt about our
ability to continue as a going concern. Accordingly,  there is substantial doubt
about our ability to continue as a going  concern.  Our financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

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

Our success and growth  depend upon our ability to attract,  retain and motivate
our network of IBAs who market our products.  IBAs are  independent  contractors
who  purchase  products  directly  from us for  resale  and their own use.  IBAs
typically  offer and sell our  products on a  part-time  basis and may engage in
other business  activities,  possibly  including the sale of products offered by
our competitors.  Typically,  we have  non-exclusive  arrangements with our IBAs
which  may  be  canceled  on  short  notice  and  contain  no  minimum  purchase
requirements.  While we encourage  IBAs to focus on the purchase and sale of our
products,  they may give  higher  priority  to other  products,  reducing  their
efforts  devoted to marketing  our  products.  Also,  our ability to attract and
retain IBAs could be negatively  affected by adverse  publicity  relating to us,
our  products  or our  operations.  In  addition,  as a  result  of our  network
marketing  program,  the down-line  organizations  headed by a relatively  small
number of key IBAs are responsible for a significant percentage of total sales.

The loss of a significant number of IBAs, including any key IBA, for any reason,
could  adversely  affect our sales and operating  results,  and could impair our
ability to attract new IBAs.  There is no assurance  that our network  marketing
program  will  continue  to be  successful  or that we will be able to retain or
expand our  current  network  of IBAs.  Also,  if our IBAs do not accept  recent
changes to our commission plan, our business may be adversely affected.

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

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

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

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

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

o     is labeled as a "dietary supplement" .

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


                                       29
<PAGE>

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

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

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

Dietary Supplements

o     Calorad(R)

o     Agrisept-L(R)

o     Oxy-Up(R)

o     Triomin

o     Noni Plus(R)

o     Iso-Greens(R)

o     Definition (drops)(R)

o     Prosoteine(R)

Personal Care Products

o     Definition (cream)(R)

Other Products

o     Code BlueTM

o     Code BlueTM TOGO

Code Blue, a water  filtration  unit,  is a new addition to our product line and
shipping commenced in August 2005.

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

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

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


                                       30
<PAGE>

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

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

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

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

o     entries of consent decrees;

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

o     refunds to an entire class of IBAs or customers;

o     other damages; and

o     changes in our method of doing business.

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

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

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

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

o     the evolving interpretations of existing laws and regulations, and

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


                                       31
<PAGE>

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

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

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

o     our network marketing policies were enforced, and

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

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

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

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

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

A  significant  portion of our net sales is  expected to be  dependent  upon our
Calorad product. Calorad has traditionally  represented more than 65% of our net
sales and,  although  we hope to expand and  diversify  our  product  offerings,
Calorad  is  expected  to  provide  a  large  portion  of our net  sales  in the
foreseeable  future.  If  Calorad  loses  market  share  or  loses  favor in the
marketplace, our financial results will suffer.


                                       32
<PAGE>

Our  products  are  subject  to  obsolescence,  which  could  reduce  our  sales
significantly

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

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

We have no manufacturing capabilities and we are dependent upon Nutri-Diem, Inc.
and other companies to manufacture our products.

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

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

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.


                                       33
<PAGE>

We face  substantial  competition  in the dietary  supplement  and personal care
industry, including products that compete directly with Calorad.

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

Depending on the product category, our competition varies.

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

We may be  subject  to  products  liability  claims  and may not  have  adequate
insurance  to cover such  claims.  As with  other  retailers,  distributors  and
manufacturers of products that are designed to be ingested,  we face an inherent
risk of  exposure to product  liability  claims in the event that the use of our
products results in injury.

We, like any other  retailers and  distributors of products that are designed to
be ingested,  face an inherent risk of exposure to product  liability  claims in
the event that the use of products  contain  contaminants or include  inadequate
instructions with other substances. With respect to product liability claims, we
have coverage of $2,000,000  per  occurrence  and  $2,000,000 in the  aggregate.
Because our policies are purchased on a year to year basis,  industry conditions
or our own  claims  experience  could  make it  difficult  for us to secure  the
necessary  insurance at a reasonable  cost.  In addition,  we may not be able to
secure insurance that will be adequate to cover liabilities. We generally do not
obtain  contractual  indemnification  from parties  supplying  raw  materials or
marketing our products. In any event, any such indemnification is limited by its
terms and, as a practical matter, to the creditworthiness of the other party. In
the event that we do not have adequate insurance or contractual indemnification,
liabilities  relating to defective  products could require us to pay the injured
parties' damages which are significant compared to our net worth or revenues.

We may be adversely  affected by unfavorable  publicity relating to our products
or similar products manufactured by our competitors.

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


                                       34
<PAGE>

Because we have few proprietary rights, others can provide products and services
substantially equivalent to ours.

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

Our  common  stock  is  "penny  stock",  which  may make it more  difficult  for
investors to sell their shares due to suitability requirements

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

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

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

o     Whose  prices  are not  quoted on the Nasdaq  automated  quotation  system
      (Nasdaq  listed  stock  must still have a price of not less than $5.00 per
      share; or

o     In issuers with net tangible  assets less than $2.0 million (if the issuer
      has been in continuous operation for at least three years) or $5.0 million
      (if in continuous operation for the last three years.

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

ITEM 3.            CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

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

Changes In Internal Controls Over Financial Reporting

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


                                       35
<PAGE>

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.

1.            Oppression Action by Lavorato/Heyman

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

2.            Action By Suhl, Harris and Babich

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

The claim is for an aggregate of 4.9% of the wholesale volume of sales generated
by Essentially Yours Industries,  Inc. from the alleged trust property,  and for
damages  and  costs.  A  consolidated  statement  of  defence  has been filed by
Essentially Yours Industries,  Inc., and interrogatories have been responded to.
Management  believes  this claim to be without  merit and intends to  vigorously
defend against this claim.

3.       Agreement with Source, Inc.

In  February  2004 we entered  into a letter of  commitment  with  Source,  Inc.
("Source")  for the  purpose  of  further  developing  our  corporate  marketing
position with Source and for assistance in raising equity  capital.  Pursuant to
the terms of the letter agreement,  we agreed to (i) pay Source 20% of the gross
revenues generated by Source under a Corporate Marketing  Organization Agreement
("CMO Agreement") previously entered into with Premier Lifestyles  International
Corporation,  a company related to Source; (ii) to offer up to $4,000,000 of EYI
restricted  stock  over  a 90  day  period  at  $0.21  per  share  and  warrants
exercisable  at a price of $0.30  per  share for  investors  referred  to EYI by
Source in connection  with any equity  offerings by EYI; (iii) at the end of the
12 months  period  following  execution  of the  agreement,  and if  Source  had
referred  enough  investors to raise a minimum of  $500,000,  to issue to Source
$1,800,000  in common  stock of EYI or pay the  balance  in cash;  and (iv) on a
monthly basis,  during the 12 month period , pay 50% of all monies  collected by
EYI from Source referred investors,  to be paid to Source towards the $1,800,000
to pay for the CMO  Agreement  and  $300,000  towards  a  proposed  web  portal.
Subsequently,  we terminated  the CMO Agreement in accordance  with its terms in
July,  2004 and notified Source that they failed to raise the minimum funding of
$500,000 in connection with EYI's equity offering closing in June, 2004.  Source
has  notified EYI that they dispute the fact that they did not raise the minimum
financing  amount.  Management  believes that if Source were to advance any such
claims  against  EYI its  chance of  success  would be  remote  and we intend to
vigorously defend against any potential legal claims respecting this matter.


                                       36
<PAGE>

4.       Lease Agreement with Business Centers, LLC

In February 1999 our  subsidiary,  Halo  Distribution,  LLC entered into a Lease
Agreement with Business Centers, LLC (the "Landlord").  This Lease Agreement was
extended  for a period of three  years on January 5, 2004.  We received a letter
dated August 2, 2005 notifying us of a default by Halo under the lease agreement
and notice that the landlord intends to commence legal proceedings  against Halo
and EYI for the sum of $150,000  for  defaulted  lease  payments.  We received a
statement  of claim from the  landlord in  November,  2005 naming Halo and us as
defendants and requesting payment of the defaulted lease payments.  We intend to
vigorously defend against any potential legal claims respecting this matter.

5.       Action by Eyewonder, Inc.

On  August  8,  2005  we  received  notice  from  counsel  to  Eyewonder,   Inc.
("Eyewonder")  that  Eyewonder is  contemplating  legal  action  against EYI for
failure to assist in  procuring  a legal  opinion  for the removal of the legend
restrictions  on  5,476,190  restricted  shares of EYI's  common stock issued to
Eyewonder.  We intend to vigorously  defend  against any potential  legal claims
respecting  this matter,  and are  considering  initiating  proceedings  against
Eyewonder for breach of contract.

To the best of our knowledge,  we are not subject to any other active or pending
legal  proceedings  or  claims  against  us or  our  subsidiaries  or any of our
properties  that will have a  material  effect on our  business  or  results  of
operations.  However,  from time to time,  we may  become  subject to claims and
litigation generally associated with any business venture.

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

Unregistered Sales of Equity Securities

During the three  months  ended June 30,  2005,  we  completed  the sales of the
following  securities that were not registered pursuant to the Securities Act of
1933 (the "Securities Act") and have not been reported on our previous Quarterly
Reports on Form 10-QSB during the year:

6.       On October 10, 2005 we issued 500,000 shares of restricted common stock
         to our legal consultant pursuant to a contract for legal services.  All
         securities  were  endorsed  with  a  restrictive   legend  pursuant  to
         Regulation  S of  the  Securities  Act  of  1933  confirming  that  the
         securities cannot be resold without  registration  under the Securities
         Act or an applicable  exemption from the  registration  requirements of
         the Securities Act.

7.       On October 10, 2005 we also issued 250,000 shares of restricted  common
         stock to Agora pursuant to our investor relations agreement with Agora.
         All  securities  were endorsed with a  restrictive  legend  pursuant to
         Regulation  S of  the  Securities  Act  of  1933  confirming  that  the
         securities cannot be resold without  registration  under the Securities
         Act or an applicable  exemption from the  registration  requirements of
         the Securities Act.


                                       37
<PAGE>

Use of Proceeds

We registered the resale of 97,264,558 shares of our common stock (the "Shares")
held or to be sold by  certain of our  stockholders,  including  Cornell,  which
intends to sell up to an aggregate of 85,000,000  shares of our common stock, at
prices established on the Over-the-Counter Bulletin Board during the term of the
offering pursuant to a registration  statement on Form SB-2 under the Securities
Act of 1933 (the  "Offering").  The SEC declared our  registration  statement on
Form  SB-2  (Registration  No.  333-125344),  effective  on July 29,  2005  (the
"Effective  Date").  We did not  sell  any  shares  of our  common  stock in the
Offering and therefore will not receive any proceeds from the Offering. However,
we will receive the proceeds  from the sale of shares of common stock to Cornell
under the  Standby  Equity  Distribution  Agreement,  which we intend to use for
general  working  capital  purposes,  including,  among other things,  sales and
marketing,  product development and debt retirement. The Offering will terminate
twenty four months after the  Effective  Date. We are paying all expenses of the
Offering. No portion of these expenses will be paid by the selling stockholders.
The  selling  stockholders,  however,  will pay any other  expenses  incurred in
selling their common stock,  including  any  brokerage  commissions  or costs of
sale.

Cornell  is an  "underwriter"  within  the  meaning  of  the  Securities  Act in
connection  with the sale of common stock under the Standby Equity  Distribution
Agreement.  Cornell will pay EYI 98% of the lowest volume weighted average price
of EYI common stock on the  Over-the-Counter  Bulletin Board or other  principal
trading  market on which our common  stock is traded for the 5 days  immediately
following the advance date. In addition,  Cornell will retain 5% of the proceeds
received by EYI under the Standby Equity Distribution Agreement, plus a one-time
commitment fee of 1,266,589 shares of common stock to be issued to Cornell.  The
5% retainage and the commitment fee are underwriting  discounts. In addition, we
engaged Newbridge Securities Corporation, a registered broker-dealer,  to advise
us in  connection  with  the  Standby  Equity  Distribution  Agreement.  For its
services,  Newbridge Securities Corporation received 33,411 shares of our common
stock.

ITEM 3.            DEFAULTS UPON SENIOR SECURITIES.

None.

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

On October 20, 2005 we filed a Preliminary  Schedule 14A  Information  Statement
with the SEC which encloses our Proxy Statement materials for our Annual General
Meeting.  Our Annual  General  Meeting  will be held on  December 2, 2005 in Las
Vegas, Nevada to seek shareholder  approval to increase the number of authorized
common shares from 300,000,000 to 1,000,000,000  and to elect two (2) directors.
On October 31, 2005 we filed our Definitive  Schedule 14A Information  Statement
with the SEC.


                                       38
<PAGE>

ITEM 5.            OTHER INFORMATION.

None.

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

(a) Exhibits

<TABLE>
<CAPTION>
 Exhibit Number   Description of Exhibit
----------------  -----------------------------------------------------------------------------------------------------------
<S>               <C>
      3.1         Articles of Incorporation.(1)
      3.2         Certificate of Amendment to Articles of Incorporation dated December 29, 2003.(11)
      3.3         Certificate of Amendment to Articles of Incorporation dated December 31, 2003.(11)
      3.4         Bylaws.(1)
      3.5         Amended Bylaws. (12)
      10.1        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        First  Amendment to Trust  Agreement  dated December 23, 2003, between Jay  Sargeant
                  and twelve  named trust  beneficiaries, revising the terms of the Declaration of Trust dated as of May
                  27, 2002, between Jay Sargeant and twelve named trust beneficiaries.(5)
      10.4        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)
      10.5        Stock Compensation Program(4)
      10.6        Consulting Agreement dated December 27, 2003 between Rajesh Raniga Inc. and Safe ID Corporation.(6)
      10.7        Consulting Agreement dated January 1, 2004 between EYI Industries, Inc. and O'Neill Enterprises Inc.(6)
      10.8        Consulting Agreement dated January 1, 2004 between EYI Industries, Inc. and Flaming Gorge, Inc. (6)
      10.9        Addendum to the Distribution and License Agreement between Essentially Yours Industries, Inc. and
                  Nutri-Diem Inc. dated April 30, 2004.(6)
     10.10        Letter Agreement dated May 4, 2004 between Eye Wonder, Inc. and EYI Industries, Inc.(6)
     10.11        Standby Equity Distribution Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell
                  Capital Partners, LP(6)
     10.12        Registration Rights Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(6)
     10.13        Escrow Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital Partners,
                  LP(6)
     10.14        Placement Agent Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(6)
     10.15        Compensation Debenture, dated June 22, 2004(7)
     10.16        Securities Purchase Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(6)
     10.17        Investor Registration Rights Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and
                  Cornell Capital Partners, LP(6)
     10.18        Security Agreement, dated June 22, 2004 by and between EYI Industries, Inc. and Cornell Capital Partners,
                  LP(6)
     10.19        Irrevocable Transfer Agent Instructions, dated June 22, 2004, by and among EYI Industries, Inc., Cornell
                  Capital Partners, LP and Corporate Stock Transfer(6)
     10.20        Escrow Agreement, dated June 22, 2004 by and among EYI Industries, Inc., Cornell Capital Partners, L.P.
                  and Butler Gonzalez, LLP(6)
     10.21        Form of Secured Convertible Debenture(6)
     10.22        Form of Warrant(7)
     10.23        Letter Agreement dated May 25, 2004 between EYI Industries, Inc. and Source Capital Group, Inc.(8)
     10.24        Lease Agreement dated May 1, 2003 among 468058 B.C. Ltd., 642706 B.C. Ltd., Essentially Yours Industries
                  Corp., and Essentially Yours Industries, Inc. (8)
     10.25        Amendment to Lease Agreement dated January 9, 2004 between Business Centers, LLC and Halo Distribution,
                  LLC. (8)
     10.26        Subsidy Agreement dated July 23, 2004 between Essentially Yours Industries, Inc. and Winslow Drive Corp.
                  (8)
</TABLE>


                                       39
<PAGE>

<TABLE>
<S>               <C>
     10.27        Subsidy Agreement dated July 23, 2004 between Essentially Yours Industries, Inc. and Premier Wellness
                  Products. (8)
     10.28        Subsidy Agreement dated July 23, 2004 between Essentially Yours Industries, Inc. and Stancorp. (8)
     10.29        5% Secured Convertible Debenture dated September 24, 2004 between EYI Industries, Inc. and Cornell Capital
                  Partners, LP(8)
     10.30        5% Secured Convertible Debenture dated September 27, 2004 between EYI Industries, Inc. and Kent Chou(8)
     10.31        5% Secured Convertible Debenture dated September 27, 2004 between EYI Industries, Inc. Taib Bank, E.C.(8)
     10.32        Assignment Agreement dated September 27, 2004 between Cornell Capital Partners, LP and Taib Bank, E.C. (8)
     10.33        Assignment Agreement dated September 27, 2004  between Cornell Capital Partners, LP and Kent Chou(8)
     10.34        Joint Venture Agreement dated May 28, 2004 between EYI Industries, Inc.,  World Wide Buyer's Club Inc. and
                  Supra Group, Inc.(9)
     10.35        Indenture of Lease Agreement dated January 3, 2005 between Golden Plaza Company Ltd., 681563 B.C. Ltd.,
                  and 642706 B.C. Ltd.(10)
     10.36        Consulting Services Agreement dated March 5, 2004 between EYI Industries, Inc. and EQUIS Capital Corp.(13)
     10.37        Letter dated May 25, 2004 between Source Capital Group, Inc. and EYI Industries, Inc.(14)
     10.38        Consulting Agreement dated April 1, 2004 between EYI Industries, Inc. and Daniel Matos(14)
     10.39        Loan Agreement between Janet Carpenter and EYI Industries, Inc. dated February 10, 2005(15)
     10.40        Promissory Note dated February 10, 2005 between Janet Carpenter and EYI Industries, Inc.(15)
     10.41        Bonus Share Agreement between Janet Carpenter and EYI Industries, Inc. dated February 14, 2005(15)
     10.42        Pledge and Escrow Agreement dated February 24, 2005 between Janet Carpenter, Cornell Capital Partners, LP
                  and David Gonzalez. (15)
     10.43        Guaranty Agreement dated February 24, 2005 between Janet Carpenter, Cornell Capital Partners, LP(15)
     10.44        Secured Promissory Note dated February 24, 2005 between EYI Industries, Inc. and Cornell Capital Partners,
                  LP(15)
     10.45        Agreement dated April 22, 2005 between Essentially Yours Industries Inc. and Source 1 Fulfillment(15)
     10.46        Reseller Agreement dated May 11, 2005 between Essentially Yours Industries Inc. and Metals & Arsenic
                  Removal Technology, Inc. (16)
     10.47        Termination Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners, LP(17)
     10.48        Standby Equity Distribution Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital
                  Partners, LP(17)
     10.49        Registration Rights Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners,
                  LP(17)
     10.50        Escrow Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners, LP(17)
     10.51        Placement Agent Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell Capital Partners,
                  LP(17)
     10.52        Consulting Agreement dated June 1, 2005 between EYI Industries, Inc. and Eliza Fung(18)
     10.53        Addendum to the Reseller Agreement dated June 1, 2005 between Essentially Yours Industries Inc. and Metals
                  & Arsenic Removal Technology, Inc. (18)
     10.54        Non-Circumvention and Non-Disclosure Agreement dated July 14, 2005 between Essentially Yours Industries
                  Inc. and Metals & Arsenic Removal Technology, Inc. (18)
     10.55        Promissory Note dated August 1, 2005 between EYI Industries Inc. and Cornell capital Partners, LP(18)
     10.56        Investor Relations Agreement dated July 28, 2005 between EYI Industries, Inc. and Agora Investor Relations
                  Corp. (18)
     10.57        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)
     10.58        Logistics Management Agreement dated September 1, 2005 between Essentially Yours Industries (Hong Kong)
                  Limited and All In One Global Logistics Ltd.
     10.59        Contract for Legal Services dated September 1, 2005 between EYI Industries Inc. and M. Ali Lakhani Law
                  Corporation
     10.61        Amended Investor Relations Agreement dated October 5, 2005 between EYI Industries, Inc. and Agora Investor
                  Relations Corp.
      14.1        Code of Ethics(5)
      21.1        List of Subsidiaries(15)
      31.1        Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      31.2        Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      32.1        Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
      32.2        Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


                                       40
<PAGE>

Notes

(1)   Filed as an exhibit to the registration  statement on Form 10-SB/A of Safe
      ID Corporation, filed with the SEC on September 21, 2000.

(2)   Filed  as an  exhibit  to the  registration  statement  on  Form  SB-2  of
      Essentially  Yours  Industries,  Inc.,  filed with the SEC on November 12,
      2002.

(3)   Filed as an exhibit to our Current  Report on Form 8-K, filed with the SEC
      on January 8, 2004.

(4)   Filed as an exhibit to our Registration  Statement on Form S-8, filed with
      the SEC on March 30, 2004.

(5)   Filed as an exhibit to our annual report on Form 10-KSB for the year ended
      December 31, 2003, filed with the SEC on April 14, 2004.

(6)   Filed as an exhibit to our quarterly  report on Form 10-QSB for the period
      ended March 31, 2004, filed with the SEC on May 24, 2004.

(7)   Filed as an exhibit to our registration statement on Form SB-2, filed with
      the SEC on September 17, 2004.

(8)   Filed as an exhibit to our quarterly  report on Form 10-QSB for the period
      ended September 30, 2004, filed with the SEC on November 22, 2004.

(9)   Filed as an exhibit to our Amendment No. 1 to our  registration  statement
      on Form SB-2 on December 23, 2004.

(10)  Filed as an exhibit to our Current  Report on Form 8-K, filed with the SEC
      on January 12, 2005.

(11)  Filed as an exhibit to our quarterly  report on Form 10-QSB for the period
      ended September 30, 2004, filed with the SEC on November 22, 2004.

(12)  Filed as an exhibit to our Current  Report on Form 8-K, filed with the SEC
      on March 10, 2005.

(13)  Filed as an  exhibit  to our  quarterly  report on Form  10-QSB/A  for the
      period ended March 31, 2004, filed with the SEC on December 15, 2004.

(14)  Filed as an  exhibit  to our  quarterly  report on Form  10-QSB/A  for the
      period ended June 30, 2004, filed with the SEC on December 15, 2004.

(15)  Filed as an  exhibit to our  annual  report on Form  10-KSB for the period
      ended December 31, 2004, filed with the SEC on April 18, 2005.

(16)  Filed as an exhibit to our Current  Report on Form 8-K, filed with the SEC
      on May 17, 2005.

(17)  Filed as an exhibit to our quarterly  report on Form 10-QSB for the period
      ended March 31, 2005, filed with the SEC on May 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

(b)      Reports on Form 8-K:

<TABLE>
<CAPTION>
---------------------------------- --------------------------------------------------------------------------
 Date of SEC filing of Form 8-K                           Description of the Form 8-K
---------------------------------- --------------------------------------------------------------------------
<S>                                <C>
       September 23, 2005          Disclosure of EYI's entry into the CEIEC Agency Agreement
---------------------------------- --------------------------------------------------------------------------
</TABLE>


                                       41
<PAGE>

                                   SIGNATURES

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

EYI INDUSTRIES, INC.
By:   /s/ Jay Sargeant
      Jay Sargeant
      President, Chief Executive Officer,
      and Director
      (Principal Executive Officer)
      Date: November      , 2005

By:   /s/Rajesh Raniga
      Rajesh Raniga
      Chief Financial  Officer
      (Principal Accounting Officer)
      Date: November      , 2005


                                       42