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

FORM 10-KSB

(Mark One)

**x**   Annual
  Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the fiscal year ended December 31, 2003

** ̈******  Transition
  Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER:000-29803

EYI INDUSTRIES, INC. 
  (Name of small business issuer in its charter)

NEVADA
      88-0407078(State or other jurisdiction of incorporation or organization)
      (I.R.S. Employer Identification No.)3960 Howard Hughes Parkway, Suite 500Las Vegas, Nevada
      89109(Address of principal executive offices)
      (Zip Code)(702) 296-8034Issuer's telephone number  Securities registered under Section 12(b) of the Exchange Act:
      NONE.Securities registered under Section 12(g) of the Exchange Act:
      COMMON STOCK, PAR VALUE $0.001PER SHARE.


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
  ** ̈******

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. **x**

The issuers revenues for the short year ended December
  31, 2003 were: $4,313,579

The aggregate value of the voting stock held by non-affiliates
  of the registrant as of April 12, 2004, computed by reference to the average
  bid and asked price of the registrants voting stock on the OTC Bulletin
  Board on such date was approximately $1,821,261.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. As of April
  12, 2004 the issuer had outstanding 149,224,447 shares of Common Stock.

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

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EYI INDUSTRIES, INC. ANNUAL REPORT ON FORM 10-KSB

INDEX

|           |                                                                                                                       | PAGE
|---------- | --------------------------------------------------------------------------------------------------------------------- | ----
|PART I     |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 1.    | Description Of Business                                                                                               | 3   
|           |                                                                                                                       |     
|Item 2.    | Description Of Property                                                                                               | 17  
|           |                                                                                                                       |     
|Item 3.    | Legal Proceedings                                                                                                     | 17  
|           |                                                                                                                       |     
|Item 4.    | Submission Of Matters To A Vote Of Security Holders                                                                   | 17  
|           |                                                                                                                       |     
|PART II    |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 5.    | Market For Common Equity And Related Stockholder Matters                                                              | 19  
|           |                                                                                                                       |     
|Item 6.    | Management's Discussion And Analysis Or Plan Of Operation                                                             | 21  
|           |                                                                                                                       |     
|Item 7.    | Financial Statements                                                                                                  | 31  
|           |                                                                                                                       |     
|Item 8.    | Changes In And Disagreements With Accountants On Accounting
      And Financial Disclosure                            | 32  
|           |                                                                                                                       |     
|Item 8A.   | Controls and Procedures                                                                                               | 32  
|           |                                                                                                                       |     
|PART III   |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 9.    | Directors, Executive Officers, Promoters And Control
      Persons; Compliance With Section 16(A) Of The Exchange Act | 34  
|           |                                                                                                                       |     
|Item 10.   | Executive Compensation                                                                                                | 36  
|           |                                                                                                                       |     
|Item 11.   | Security Ownership Of Certain Beneficial Owners And
      Management and Related Stockholder Matters                  | 38  
|           |                                                                                                                       |     
|Item 12.   | Certain Relationships And Related Transactions                                                                        | 40  
|           |                                                                                                                       |     
|Item 13.   | Exhibits And Reports On Form 8-K                                                                                      | 42  
|           |                                                                                                                       |     
|Item 14.   | Principal Accountant Fees and Services                                                                                | 44  
|           |                                                                                                                       |     
|Signatures | 45                                                                                                                   

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PART I

Certain statements contained in this Form 10-KSB constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the Exchange Act). These statements, identified
  by words such as plan, "anticipate," "believe," "estimate," "should,"
  "expect" and similar expressions, include our expectations and objectives regarding
  our future financial position, operating results and business strategy. These
  statements reflect the current views of management with respect to future events
  and are subject to risks, uncertainties and other factors that may cause our
  actual results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under the caption "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Form 10-KSB. We do
  not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (SEC), particularly
  our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

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

ITEM 1.             DESCRIPTION
  OF BUSINESS.

OVERVIEW

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

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 December 31, 2003,
  our product line consisted of: (i) 23 dietary supplement products; and (ii)
  12 personal care products consisting primarily of cosmetic and skin care products.
  Our products are primarily manufactured by Nutri-Diem, Inc., a related party,
  and sold by us under a license and distribution agreement with Nutri-Diem. Certain
  of our own products are manufactured for us by third party manufacturers pursuant
  to formulations developed for us. Our products are sold to our IBAs located
  in all 50 states, the District of Columbia and Canada.

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

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CORPORATE ORGANIZATION

We were incorporated under the laws of the State of Nevada
  on June 27, 1996, under the name of Inter N. Corporation. In August
  of 1999, we changed the name of our company to Safe ID Corporation
  to reflect our new business focus at the time. From 1999 to 2002, our business
  plan was to create a product line of miniaturized microchip technology for insertion
  into inanimate objects or injection under the skin of animals. The microchips
  were also intended to provide positive identification of personal possessions
  such as cameras, bicycles, boats, cars, skis, paintings and clothes using unique
  codes with many available combinations. From 1999 to 2002, we were not able
  to raise the funds required for the micro-chip manufacturing and sales. As a
  result, we again changed the focus of our business, to oil and gas opportunities
  in 2002. From 1999 to 2003 we were a non-operating company with limited assets
  and were not able to raise sufficient funds to fund our business operations.

On December 31, 2003, we completed a share exchange (the "Exchange")
  with certain of the shareholders (the "EYI Shareholders) of Essentially
  Yours Industries, Inc. a Nevada Corporation (EYI Nevada), under
  a Share Exchange Agreement, dated November 4, 2003, (the "Exchange Agreement").

Under the terms of the Exchange Agreement, we issued 117,991,875
  shares of our common stock, representing approximately 79.9% of our then-outstanding
  common stock, to the EYI Shareholders in exchange for 15,372,733 shares of EYI
  Nevada common stock held by them. As a result, we underwent a change of control.
  Following completion of the Exchange the EYI shareholders controlled approximately
  79.9% of our outstanding common stock, and we owned approximately 97.9% of EYI
  Nevadas issued and outstanding capital stock. As a result of the transaction
  we acquired the business of EYI Nevada and EYI Nevada became our majority-owned
  subsidiary.

As prior to the Exchange we were a non-operating public company
  with limited assets, the substance of the acquisition transaction with EYI Nevada
  was a capital transaction, rather than a business combination. The transaction
  is equivalent to the issuance of stock by EYI Nevada for our net assets, accompanied
  by a recapitalization. EYI Nevada is the successor corporation for accounting
  purposes. Accordingly, concurrent with the acquisition, we changed our name
  to EYI Industries, Inc. and our officers and directors resigned,
  and nominees of the EYI Shareholders were elected as successors.

Our present business operations are conducted through our
  majority owned subsidiary EYI Nevada.

Subsidiaries and Affiliates

We presently have five subsidiaries through which we conduct
  our operations, described as follows:

Essentially Yours Industries, Inc.,a Nevada Corporation
      (Majority Owned). EYI Nevada was organized on June 20, 2002 upon the completion
      of a merger between Burrard Capital Corp., a Nevada Corporation, and Essentially
      Yours Industries, Inc., a Nevada Corporation. The resulting merged entity
      continued under the name Essentially Yours Industries, Inc. EYI Nevada is
      our majority owned subsidiary which presently conducts our US business operations.
    642706 B.C. Ltd., located in Surrey, British Columbia (Wholly
      Owned), provides accounting, marketing and financial advisory services to
      us. 642706 B.C. Ltd. is our wholly owned subsidiary and has experience in
      marketing health and wellness products and experience in financial reporting
      for the United States and Canada.
    Halo Distribution LLC, 7109 Global Drive, Louisville, Kentucky
      (Wholly Owned). Halo Distribution LLC is our wholly-owned subsidiary and
      is located in Louisville, Kentucky. Halo Distribution LLC has 40,000 square
      feet of warehouse, and includes a computerized pick and pack carousel system.
      Halo Distribution LLC serves as a fulfillment center for orders of our products,
      which provides us with full and complete control of this crucial part of
      the business of marketing, selling, and distributing those products to the
      IBAs and customers within the United States


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- Essentially Yours Industries (Canada), Inc.
      (Wholly Owned),a Canadian Federal Corporation, was incorporated
      in September 2002 and is located in Surrey, British Columbia, and handles
      Canadian sales, Canadian tax registrations and Canadian reporting.
- RGM International, Inc.,a Kentucky
      Corporation (Wholly Owned). RGM was incorporated in July 1997. RGM is a
      dormant investment company which holds 1% of Halo.

The following are our affiliates who are controlled by certain
  of our directors and majority shareholders, as described below:

Nutri-Diem, Inc.,1421 Nobel Street, Sainte-Julie,
      Quebec, Canada. Nutri-Diem, Inc. is the manufacturing facility in Quebec
      that supplies 70% of our products. EYI Nevada negotiated with Nutri-Diem
      Inc. an exclusive Distribution and Licensing Agreement where by EYI Nevada
      will sell the products of Nutri-Diem Inc., such as Calorad and Agrisept-L,
      in the United States and Canada, and elsewhere in the world, subject to
      suitable arrangements. Michel Grise, one of our shareholders, is the President
      and a Director of Nutri-Diem, Inc.
    Essentially Yours Industries Corp., located at #201
      8322 130th Street, Surrey, British Columbia V3W 8J9, provides services to
      EYI Nevada under a management agreement. These services consist of the following:
      administration and management services, sales and customer support, computer
      and management information systems and support, and product support and
      development. Payments due under the management agreement are at cost of
      services plus a mark-up of approximately 5%. Essentially Yours Industries
      Corp. is controlled by certain of our shareholders including Jay Sargeant,
      our President and Chief Executive Officer


Key Operating Strengths

We believe the source of our success is our support of and
  compensation program for our IBAs. We provide our IBAs with quality products
  and a competitive commission program, along with training and motivational events
  and services. We believe that we have established a strong operating platform
  to support IBAs and facilitate future growth. The key components of this platform
  include the following:

- quality dietary supplement and personal care products
      that appeal to consumer demand for products that contribute to a healthy
      lifestyle;
- a compensation program that permits IBAs to earn income
      from profits on the resale of products and residual income from product
      purchases within a IBAs down-line organization, as well as to participate
      in various non-cash awards, such as promotional programs for computers and
      other electronic equipment;
- a communications program that seeks to effectively and
      efficiently communicate with IBAs by utilizing new technologies and marketing
      techniques, as well as motivational events and training seminars;
- a continual expansion and improvement of our product
      line and marketing plan;
- an in-house marketing department; and
- employment of computer technology to provide timely and
      accurate product order processing, weekly commission payment processing
      and detailed IBA earnings statements.

Growth Strategy

Our growth strategy is expansion of our product line and network
  of IBAs to increase sales. An increase in the number of distributors generally
  results in increased sales volume, and new products create enthusiasm among
  distributors, serve as a promotional tool in selling other products, and attracting
  new distributors.

Currently, we are in the final stages of developing a new
  commission plan for our IBAs which we plan to launch in early to mid 2004. We
  believe this plan will promote sales, attract new IBAs, encourage retention,

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and control the overall commission expenditure. This new program
  was created in concert with experienced management staff, consultants, and our
  own IBAs.

We will also seek to increase sales through initiatives designed
  to enhance sales in our existing markets. Such initiatives will include increasing
  the number of our training and motivational events and teleconferences, hiring
  additional IBA support personnel and establishing more convenient consignment
  centers in targeted geographic markets.

Our growth strategy will require expanded IBA services and
  support, increased personnel, expanded operational and financial systems, the
  implementation of additional control procedures an expanded in-house marketing
  department and marketing program as well as an increased presence on the Internet.
  There is no assurance that we will be able to manage expanded operations effectively.
  Furthermore, failure to implement financial, information management, and other
  systems and to add control procedures could have a material adverse effect on
  our results of operations and financial condition.

Industry Overview

Network Marketing. We believe that network marketing
  is one of the fastest growing channels of distribution for certain types of
  goods and services.

Dietary Supplement Products. We believe that the dietary
  supplement category is expanding because of heightened public awareness of reports
  about the positive effects of dietary supplements on health. Many individuals
  also use dietary supplements as a means of preventative health care. We believe
  several factors account for the steady growth of the dietary supplement category,
  including increased public awareness of the reported health benefits of dietary
  supplements and favorable demographic trends toward older Americans, who are
  more likely to consume dietary supplements.

Over the past several years, widely publicized reports and
  medical research findings have suggested a correlation between the consumption
  of dietary supplements and the reduced incidence of certain diseases. Thousands
  of such reports and research findings can be found on the International Bibliographic
  Information on Dietary Supplements (IBIDS) database produced by the Office of
  Dietary Supplements. In 1995, US Congress established the Office of Dietary
  Supplements, a division of the National Institutes of Health, to conduct and
  coordinate research into the role of dietary supplements in maintaining health
  and preventing disease. In addition, Congress has established the Office of
  Alternative Medicine within the National Institutes of Health to foster research
  into alternative medical treatments, which may include natural remedies.

We believe that the aging of the United States population,
  together with a corresponding increased focus on preventative health care measures,
  will continue to result in increased demand for dietary supplement products.
  We believe these trends have helped fuel the growth of the dietary supplement
  category. To meet the increased demand for dietary supplements, we and others
  have introduced a number of successful dietary supplement products during the
  past several years, including function specific products for weight loss, sports
  nutrition, menopause, energy, mental alertness and nutritional support.

Personal Care Products. We believe that the personal
  care products market is a mature category that has been historically immune
  to swings in the economy. Manufacturers and distributors of personal care products
  must continually improve existing products, introduce new products and communicate
  product advantages to consumers.

Products

Our product line consists of products in the categories of
  dietary supplements and personal care. We currently market approximately 35
  products, exclusive of variations in product size, colors or similar variations
  of our basic product line. For the year ended December 31, 2003, Calorad, sales
  represented over 65% of our net sales and is expected to provide a large portion
  of our net sales in the foreseeable future.

Dietary Supplements

We offer 23 products in the dietary supplement category which
  contain herbs, vitamins, minerals and other natural ingredients. As stated above,
  the dietary supplement product Calorad is expected to provide a large

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portion of our net sales in the foreseeable future. The following
  products represent the majority of our product sales in the dietary supplement
  category:

- Calorad:Calorad is a liquid collagen-based
      dietary supplement. By providing both essential and non-essential amino
      acids, Calorad helps people lose weight, rebuild lean muscle tissue and
      restore a natural collagen base for self-repair. Calorad is available in
      three formulas: beef, fish, kosher and AM.
- Agrisept-L:Agrisept-L is a dietary supplement
      of citrus extracts used as a germicide. This all-natural, non-toxic liquid
      has a number of uses and can be used by any household for many bacterial
      issues.
- Oxy-Up:Oxy-Up is a liquid stabilized oxygen
      supplementation that will provide a supply of oxygen to the body on a daily
      basis.
- Triomin:This liquid dietary supplement
      is one of the stronger liquid trace mineral supplements on the market. The
      oxygenated micronutrients and associated compounds are considered nourishing
      to the mind, body and spirit.
- Noni Plus:Noni fruit has been around for
      centuries, used by natives and ancient healers of many countries during
      the last several thousand years to treat almost every ailment and disease.
      We have combined nature's healing fruit with our own Dead Sea ionic minerals.
- Iso-Greens:We believe that Iso-Greens
      is the highest quality nutrient-rich green food available. The vegetables
      in Iso-Greens combine to supply 39 of the vitamins, minerals and amino acids
      found in food, including Vitamin B-12.
- Definition (drops):Definition is a safe,
      non-invasive, all-natural herbal product designed to feed and nurture the
      female breast. The perfectly selected ingredients work in harmony, helping
      the body to maintain the nutritional needs of the mammary glands. It works
      with the body's natural capabilities to maintain the shape and tone of youth
      in the female breast. This product is available in both cream and drop formulations.
- Essential Omega:Essential Omega is a dietary
      supplement that provides a high quality supplementation of essential fatty
      acids, including CLA and GLA. This product may also be a support for weight
      loss and exercise programs.

Personal Care Products

We offer 12 personal care products. The following product
  represents the majority of our product sales in the personal care category:

- Definition (cream):Definition is a safe,
      non-invasive, all-natural herbal product designed to feed and nurture the
      female breast. The perfectly selected ingredients work in harmony, helping
      the body to maintain the nutritional needs of the mammary glands. It works
      with the body's natural capabilities to maintain the shape and tone of youth
      in the female breast.

Promotional Materials. We will also derive revenues
  from the sale of various educational and promotional materials designed to aid
  our distributors in maintaining and building their businesses. Such materials
  include various sales aids, informational videotapes and cassette recordings,
  and product and marketing brochures. We produce many of our promotional material
  in-house and have the capability to create just-in-time marketing pieces as
  needed and constantly update our marketing material.

New Product Identification. We expand our product line
  through the development of new products. New product ideas are derived from
  a number of sources, including trade publications, scientific and health journals,
  consultants, distributors and other third parties. Prior to introducing new
  products, we investigate product formulation as it relates to regulatory compliance
  and other issues.

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We rely upon Nutri-Diem, Inc. and other manufacturers, independent
  researchers, vendor research departments for product development services. When
  a new product concept is identified or when an existing product must be reformulated,
  the new product concept or reformulation project is generally submitted to Nutri-Diem,
  Inc. or other manufacturers for technical development and implementation. We
  continually review our existing products for potential enhancements to improve
  their effectiveness and marketability. While we consider our product formulations
  to be proprietary trade secrets, such formulations are not patented. Accordingly,
  there is no assurance that another company will not replicate one or more of
  our products.

Product Procurement and Distribution; Insurance. More
  than 70% of our product line in the dietary supplement category is manufactured
  by Nutri-Diem, Inc., a related party, utilizing theirs and our product formulations,
  as well as product formulations it licenses to us. A majority of our product
  line in the personal care category is also manufactured by Nutri-Diem, Inc.

We have contracts with Nutri-Diem, Inc. that grant to us the
  exclusive license and right to market, sale and distribute in Canada and the
  United States and a non-exclusive right to market on the Internet certain products
  owned by Michel Grise Consultant, Inc., a Quebec corporation, which is controlled
  by Michel Grise. To maintain the license and distribution rights granted by
  those contracts, we are obligated to purchase from Nutri-Diem, Inc. during that
  period commencing on June 1, 2002, and continuing through and including May
  31, 2003, products totaling $3,000,000 CDN. Additionally, those contracts specify
  that for the period from June 1, 2003 to May 31, 2004, we are required to purchase
  from Nutri-Diem, Inc. products totaling $7,000,000 CDN. Those provisions also
  specify that for the year commencing on June 1, 2004, and continuing through
  to May 31, 2005, we are required to purchase from Nutri-Diem, Inc. products
  totaling $20,000,000 CDN. Additionally, those contracts specify that for each
  year commencing on June 1, and ending on May 31 thereafter during the term of
  that agreement we are required to purchase products totaling $50,000,000 CDN.
  The provisions of those contracts specify that Nutri-Diem, Inc. will offer us
  the right to sell, market and distribute in those territories any new product
  developed by Nutri-Diem, Inc.

If we are not in default at the expiration of the initial
  five year period, those contracts will be automatically renewed for another
  five year period. In the event we fail to make the minimum purchase during any
  year, Nutri-Diem, Inc. has the option, to require us to pay Nutri-Diem, Inc.
  an amount equal to 15% of the difference between the minimum amount for the
  respective year and the amount of actual purchases during that year. Additionally,
  in the event that we do not purchase the minimum amount during any particular
  year and do not pay Nutri-Diem, Inc. that 15%, Nutri-Diem, Inc. in its sole
  discretion, may terminate the respective contract or cause the license granted
  in the contract to be non-exclusive.

We have not entered into long-term supply agreements with
  the other manufacturers of our product line or the third-party providers of
  our consumer benefit services. In the event the relationship with any of our
  manufacturers becomes impaired, we will be required to obtain alternative manufacturing
  sources for our products. In such event, there is no assurance that the manufacturing
  processes of our current manufacturers can be replicated by another manufacturer.
  We believe that we would be able to obtain alternative sources of our dietary
  supplement and personal care products. A significant delay or reduction in availability
  of products, however, could have a material adverse effect on our business,
  operating results and financial condition. We, as with other marketers of products
  that are intended to be ingested, face the inherent risk of exposure to product
  liability claims in the event that the use of our products results in injury.
  We maintain product liability insurance coverage with coverage limits of $5,000,000
  per occurrence and $5,000,000 aggregate. We have agreed to maintain, at our
  sole cost and expense, standard Product Liability Advertiser Liability Insurance
  naming Nutri-Diem, Inc. and its officers, directors, agents and employees, as
  additional insured parties in the amount of $1,000,000. We generally do not
  obtain contractual indemnification from other parties manufacturing our products.
  Although we have not experienced any successful product liability claims, such
  claims could result in material losses.

All of the items in our product line include a customer satisfaction
  guarantee. Within 30 days of purchase, any retail customer or IBA who is not
  satisfied with our product for any reason may return it or any unused portion
  to the distributor from whom it was purchased or to us for a full refund or
  credit toward the purchase of another product. IBAs may obtain replacements
  from us for products returned to them by retail customers, if they return such
  products on a timely basis. Furthermore, in most jurisdictions, we maintain
  a buy-back program. Under this program, we will repurchase products sold to
  a distributor (subject to a 10% restocking charge), provided that the distributor
  resigns as a distributor and returns the product in marketable condition

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within one year of original purchase, or longer where required
  by applicable state law or regulations. We believe this buy-back program addresses
  a number of the regulatory compliance issues pertaining to network marketing
  systems. We expect that the cost of products returned to us will be less than
  1% of gross sales.

Our product line is distributed principally from our facilities
  in Louisville, Kentucky and Surrey, British Columbia or from our consignment
  centers. Products are warehoused in Louisville and Surrey and at selected consignment
  centers.

DISTRIBUTION AND MARKETING

We distribute our product line through our network marketing
  system where Independent Business Associates (IBAs) purchase product
  at wholesale and through person-to-person contact, re-sell the product at retail
  prices. At December 31, 2003, we had approximately 14,000 "active" IBAs. To
  be considered "active" a distributor must have purchased our products within
  the preceding 12 months. Our IBAs are independent contractors who purchase products
  directly from us for resale to retail consumers. IBAs may elect to work on a
  full-time or part-time basis. We believe our network marketing system appeals
  to a broad cross-section of people, particularly those seeking to:

- supplement family income,
- start a home business, or
- pursue employment opportunities other than conventional,
      full-time employment.

A majority of our IBAs sell our products on a part-time basis.

We believe that our network marketing system is ideally suited
  to marketing our product line, because sales of our products are strengthened
  by ongoing personal contact between retail consumers and IBAs, many of whom
  use our products themselves. Sales are made through direct personal sales presentations,
  as well as presentations made to groups. These sales methods are designed to
  encourage individuals to purchase our products by informing potential customers
  and IBAs of our product line and results of personal use, and the potential
  financial benefits of becoming a distributor. Our marketing efforts are typically
  focused on middle-income families and individuals.

Our network marketing program encourages individuals to develop
  their own down-line network marketing organizations. Each new IBA is either
  linked to:

the existing distributor that personally enrolled the new distributor
      into our network marketing program, or
    the existing distributor in the enrolling distributor's down-line as specified
      by the enrolling distributor at the time of enrollment.


Growth of a IBAs' down-line organization is dependent on the
  recruiting and enrollment of additional IBAs by the distributor or the IBAs
  within such distributor's down-line organization.

IBAs are encouraged to assume responsibility for training
  and motivation of other IBAs within their down-line organization and to conduct
  opportunity meetings as soon as they are appropriately trained. We strive to
  maintain a high level of motivation, morale, enthusiasm and integrity among
  the members of our network marketing organization. We believe this result is
  achieved through a combination of products, sales incentives, personal recognition
  of outstanding achievement, and quality promotional materials. Under our network
  marketing program, IBAs purchase sales aids from us and assume the costs of
  advertising and marketing our product line to their customers, as well as the
  direct cost of recruiting new IBAs. We believe that this form of sales organization
  is cost efficient, because our direct sales expenses are primarily limited to
  the payment of commissions, which are only incurred when products are sold.

We continually strive to improve our marketing strategies,
  including the compensation structure within our network marketing program and
  the variety and mix of products in our line, to attract and motivate IBAs. These
  efforts are designed to increase IBAs' monthly product sales and the recruiting
  of new IBAs.

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Growth of our network marketing program is in part attributable
  to our incentive structure. IBAs earn profits by purchasing from our product
  line at wholesale prices and selling our product line to their customers at
  retail.

Additionally, we have a commission structure which provides
  for payment of commissions on product purchases made by other IBAs in a distributor's
  down-line organization. IBAs derive this commission income mainly through their
  Business Volume, as described below.

Business Volume is assigned to most of our products and is
  used to calculate sales commission. The Business Volume, in most instances,
  is 50% of the wholesale cost of a product. Commissions are based on the total
  Business Volume which has been generated both personally and through the IBAs
  down-line activity. Therefore, as a down-line grows, it is possible for greater
  commissions to be earned.

In order for an IBA to earn commissions, there are four requirements:

an IBA needs to create a Business Center by filling out our IBA Application
      and Agreement Form;
    an IBA needs to qualify his Business Center with a 100 Business Volume
      order of our products;
    an IBA needs to activate his Business Center by making two personal sales
      to two people who become qualified IBAs within one year of entry into the
      business; and
    to be eligible for commission, an IBA needs to pay a yearly administration
      fee of $40.


Additional bonuses can be earned by sponsors who assist new
  IBAs in achieving initial new business volume targets.

To aid IBAs in easily meeting the monthly personal product
  purchase requirement to qualify for commission, we developed the "Auto-ship
  Program." Under the Auto-ship Program purchasing arrangement, each Business
  Center establishes a standing product order (20 Business Volume minimum) which
  is automatically charged to a credit card or deducted from a bank account each
  month prior to shipment of the ordered products. Additionally, Auto-ship allows
  IBAs to purchase certain products at reduced prices. As of December 31, 2003,
  we had over 6,000 IBAs participating in the Auto-ship Program.

Under our Consignment Center Program, we designate IBAs to
  operate consignment centers. Each Consignment Center functions as our product
  distribution center, carrying our products. As of December 31, 2003, we had
  9 consignment centers. Consignment centers provide hubs of local product and
  business training. They sell to customers at the point of purchase, teach sales
  and marketing techniques, distribute literature about our products and business
  while lowering our shipping and data-entry costs.

We maintain a computerized system for processing distributor
  orders and calculating commission payments, which enables us to remit such payments
  promptly to IBAs. We believe that prompt and accurate remittance of commissions
  is vital to recruiting and maintaining IBAs, as well as increasing their motivation
  and loyalty to us. We calculate the commissions weekly and pay commissions biweekly.

We are committed to providing the best possible support to
  our IBAs. IBAs in our network marketing program are provided training guides
  and are given the opportunity to participate in our training programs. We sponsor
  weekly conference calls for our IBAs, which include testimonials from successful
  IBAs and satisfied customers, as well as current product and promotional information.
  We produce weekly newsletters, which provide information on us, our products
  and network marketing system. The newsletter is designed to help recruit new
  IBAs, by answering commonly asked questions and includes product information
  and business building information. The newsletter also provides a forum for
  us to give additional recognition to our IBAs for outstanding performance. In
  addition, we regularly sponsor training sessions for our IBAs across the United
  States and Canada. At these training sessions IBAs are provided the opportunity
  to learn more about our product line and selling techniques, so that they can
  build their businesses more rapidly.

We also maintain an Internet site, www.eyicom.com,
  which is an integral part of our product sales, customer retention, IBA recruitment
  and IBA development efforts. Approximately 8,800 of our IBAs are networked electronically,
  allowing them access to marketing information and sales leads. Further, we provide
  IBAs with a free, e-commerce Internet home page to aid their marketing
  efforts.

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Government Regulation

In the United States (as well as in any foreign markets in
  which we may sell our products), we are subject to laws, regulations, administrative
  determinations, court decisions and similar constraints (as applicable, at the
  federal, state and local levels) (hereinafter regulations). These
  regulations include and pertain to, among others:

- the formulation, manufacture, packaging, labeling, distribution,
      importation, sale and storage of our products,
- our product claims and advertising (including direct
      claims and advertising as well as claims and advertising by distributors,
      for which we may be held responsible), and
- our network marketing organization.

Products

The formulation, manufacture, packaging, storing, labeling,
  advertising, distribution and sale of our products are subject to regulation
  by federal agencies, including the Food and Drug Administration, the Federal
  Trade Commission, the Consumer Product Safety Commission, the United States
  Department of Agriculture, the Environmental Protection Agency, and the United
  States Postal Service. Our activities are also regulated by various agencies
  of the states, localities and foreign countries in which our products are or
  may be manufactured, distributed and sold. The Food and Drug Administration,
  in particular, regulates the formulation, manufacture and labeling of dietary
  supplements, cosmetics and skin care products, including some of our products.
  Food and Drug Administration regulations require us and our suppliers to meet
  relevant regulatory good manufacturing practices for the preparation, packaging
  and storage of these products. Good manufacturing practices for dietary supplements
  have yet to be promulgated, but are expected to be proposed. The Dietary Supplement
  Health and Education Act of 1994 revised the provisions of the Federal Food,
  Drug and Cosmetic Act concerning the composition and labeling of dietary supplements,
  which we believe is generally favorable to the dietary supplement industry.
  The Dietary Supplement Health and Education Act created a new statutory class
  of dietary supplements. This new class includes vitamins, minerals,
  herbs, amino acids and other dietary substances for human use to supplement
  the diet. In general, a dietary supplement is a product (other than tobacco)
  that is intended to supplement the diet that bears or contains one or more of
  the following dietary ingredients: a vitamin, a mineral, a herb or other botanical,
  an amino acid, a dietary substance for use by man to supplement the diet by
  increasing the total daily intake, or a concentrate, metabolite, constituent,
  extract, or combinations of these ingredients; is intended for ingestion in
  pill, capsule, tablet, or liquid form; is not represented for use as a conventional
  food or as the sole item of a meal or diet; and is labeled as a dietary
  supplement. However, the Dietary Supplement Health and Education Act grand
  fathered, with certain limitations, dietary ingredients that were on the market
  before October 15, 1994. A dietary supplement containing a new dietary ingredient
  and placed on the market on or after October 15, 1994 must have a history of
  use or other evidence establishing a basis for expected safety. Manufacturers
  of dietary supplements having a structure-function statement must
  have substantiation that the statement is truthful and not misleading.

The majority of our sales come from products that are classified
  as dietary supplements under the Federal Food, Drug and Cosmetic Act. The labeling
  requirements for dietary supplements have been set forth in final regulations
  with respect to labels affixed to containers beginning after March 23, 1999.
  These regulations include how to declare nutrient content information, and the
  proper detail and format required for the supplemental facts box.
  We revise our product labels in compliance with these regulations. The costs
  of product re-labeling were immaterial. Many states have also recently become
  active in the regulation of dietary supplement products. These states may require
  modification of labeling or formulation of certain of our products sold in these
  states.

In addition, on April 29, 1998, the US Food and Drug Administration
  published a proposed regulation offering guidance and providing limitations
  on permissible structure/function statements to be placed on labels and in brochures.
  Structure/function statements are claims of the benefit or effect of a product
  or an ingredient on the bodys structure or function. The proposed regulation
  has not been finalized. We anticipate that some of the regulation as proposed
  will become final, but this new regulation will not significantly change the
  way that

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the Food and Drug Administration currently interprets structure/function
  statements. Thus, we do not expect to make any substantial label revisions based
  on this proposed regulation regarding any of our structure/function product
  statements.

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. The Food & Drug Administration can regulate
  personal care products after they are introduced into the market and can review
  personal care products and their ingredients after they are sold to the public.

As a marketer of products that are ingested by consumers,
  we are subject to the risk that one or more of the ingredients in our products
  may become the subject of adverse regulatory action.

Most of our products sold in Canada have separate labels or
  combination labels to satisfy Canadian compliance organizations, such as the
  Food Inspection Agency and Health Canada. Health Canada is moving towards stricter
  compliance guidelines for dietary supplement products through its recently created
  Office of Natural Health Products. New compliance guidelines through the Office
  of Natural Health Products may affect the formulation, manufacture, packaging,
  storing, labeling, advertising, distribution and sale of our products in Canada.
  We plan to comply with all regulations promulgated by Office of Natural Health
  Products. Quebec has different label requirements than the rest of Canada, however,
  all of our Canadian labels or combination labels are compliant and sufficient
  for the sale in Quebec. Due to the small percentage of sales in Canada, we do
  not hold separate Canadian labels for our complete product line.

In foreign markets, prior to commencing operations and prior
  to making or permitting sales of our products, we may be required to obtain
  an approval, license or certification from the countrys ministry of health
  or comparable agency. Prior to entering a new market in which a formal approval,
  license or certificate is required, we will be required to work extensively
  with local authorities to obtain the requisite approvals. The approval process
  generally will require us to present each product and product ingredient to
  appropriate regulators and, in some instances, arrange for testing of products
  by local technicians for ingredient analysis. Such approvals may be conditioned
  on reformulation of our products or may be unavailable with respect to certain
  products or ingredients.

Product Claims and Advertising

The Federal Trade Commission and certain states regulate advertising,
  product claims, and other consumer matters, including advertising of our products.
  All advertising, promotional and solicitation materials used by distributors
  require our approval prior to use. The Federal Trade Commission has in the past
  several years instituted enforcement actions against several dietary supplement
  companies for false and misleading advertising of certain products. In addition,
  the Federal Trade Commission has increased its scrutiny of the use of testimonials.
  We have not been the target of Federal Trade Commission enforcement action.
  There is no assurance that :

the Federal Trade Commission will not question our advertising or other
      operations in the future,
    a state will not interpret product claims presumptively valid under federal
      law as illegal under that states regulations, or
    future Federal Trade Commission regulations or decisions will not restrict
      the permissible scope of such claims.


We are also subject to the risk of claims by distributors
  and their customers who 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 against us for alleged advertising or product claim violations or
  on a referral from distributors, consumers or others. Remedies sought in such
  actions may include consent decrees and the refund of amounts paid by the complaining

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distributor or consumer, refunds to an entire class of distributors
  or customers, or other damages, as well as changes in our method of doing business.
  A complaint based on the practice of one distributor, whether or not we authorized
  the practice, could result in an order affecting some or all distributors in
  a particular state. Also, an order in one state could influence courts or government
  agencies in other states considering similar matters. Proceedings resulting
  from these complaints may result in significant defense costs, settlement payments
  or judgments and could have a material adverse effect on us.

Compliance Efforts

We attempt to remain in full compliance with all applicable
  laws and regulations governing the manufacture, labeling, sale, distribution,
  and advertising of our dietary supplements. We retain special legal counsel
  for advice on both US Food and Drug Administration and US Federal Trade Commission
  legal issues.

Network Marketing System

Our network marketing system is subject to a number of federal
  and state regulations administered by the Federal Trade Commission and various
  state agencies. These regulations are generally directed at ensuring that product
  sales are ultimately made to consumers (as opposed to other distributors) and
  that advancement within an organization be based on sales of the organizations
  products, rather than investment in the organization or other non-retail sales
  related criteria. For instance, in certain markets there are limits on the extent
  to which distributors may earn royalties on sales generated by distributors
  that were not directly sponsored by the distributor.

Our network marketing program and activities are subject to
  scrutiny by various state and federal governmental regulatory agencies, to ensure
  compliance with various types of laws and regulations. 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. The compensation structure of such selling organizations
  is very complex, and compliance with all of the applicable laws is uncertain
  in light of evolving interpretation of existing laws and the enactment of new
  laws and regulations pertaining to this type of product distribution. We have
  an ongoing compliance program with assistance from legal counsel experienced
  in the laws and regulations pertaining to network sales organizations. We are
  not aware of any legal actions pending or threatened by any governmental authority
  against us regarding the legality of our network marketing operations.

We currently have IBAs in all 50 states, the District of Columbia
  and Canada. We review the requirements of various states, as well as seek legal
  advice regarding the structure and operation of our selling organization to
  ensure that it complies with all of the applicable laws and regulations pertaining
  to network sales organizations. On the basis of these efforts and the experience
  of our management, we believe that we are in compliance with all applicable
  federal and state regulatory requirements. We have not obtained any no-action
  letters or advance rulings from any federal or state security regulator or other
  governmental agency concerning the legality of our operations, nor are we relying
  on a formal opinion of counsel to such effect. We, accordingly, are subject
  to the risk that, in one or more of our markets, our marketing system could
  be found to not comply with applicable laws and regulations. Our failure to
  comply with these regulations could have a material adverse effect on us in
  a particular market or in general.

We are subject to the risk of challenges to the legality of
  our network marketing organization, including claims by our distributors, both
  individually and as a class. Most likely these claims would be based on our
  network marketing program allegedly being operated as an illegal pyramid
  scheme in violation of federal securities laws, state unfair practice
  and fraud laws and the Racketeer Influenced and Corrupt Organizations Act.

We believe that our network marketing system is not classified
  as a pyramid scheme under the standards set forth in applicable law. In particular,
  in most jurisdictions, we maintain an inventory buy-back program to address
  the problem of inventory loading. Pursuant to this program, we repurchase
  products sold to a distributor (subject to a 10% restocking charge) provided
  that:

- the distributor resigns as a distributor, and

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- returns the product in marketable condition within one
      year of original purchase, or longer where required by applicable state
      law or regulations.

Our literature provided to distributors describes our buy-back
  program. However, as is the case with other network marketing companies, the
  commissions paid by us to our distributors are based on product purchases, including
  purchases of products that are personally consumed by the down-line distributors.
  Basing commissions on sales of personally consumed products may be considered
  an inventory loading purchase. Furthermore, distributors commissions are
  based on the wholesale prices received by us on product purchases or, in some
  cases, based upon the particular product purchased, on prices less than the
  wholesale prices.

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

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

- demonstrate that our network marketing policies are enforced,
      and
- demonstrate that the network marketing program and distributors
      compensation thereunder serve as safeguards to deter inventory loading and
      encourage retail sales to the ultimate consumers.

Nutrition for Life International, Inc., one of our competitors
  and 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 agreed to pay in excess of $3 million to settle claims brought on behalf
  of its distributors, and related securities fraud claims brought on behalf of
  certain purchasers of its stock. We believe that our marketing program is significantly
  different from the program allegedly promoted by Nutrition for Life and that
  our marketing program is not in violation of anti-pyramid laws or regulations.
  Two issues in the Nutrition for Life matter were a $1,000 buy-in urged on new
  recruits, and the paying of commissions on product vouchers prior to the actual
  delivery of product. By design, our marketing program offers no incentive to
  anyone to make a large personal purchase nor do we use product vouchers. However,
  there is no assurance that claims similar to the claims brought against Nutrition
  for Life and other multi-level marketing organizations will not be brought against
  us, or that we will 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 distributors.

Competition

We are subject to significant competition in recruiting IBAs
  from other network marketing organizations, including those that market products
  in the dietary supplement and personal care categories, as well as other types
  of products. There are more than 300 companies worldwide that utilize network
  marketing techniques, many of which are substantially larger, offer a greater
  variety of products, and have available considerably greater financial resources
  than us. Our ability to remain competitive depends, in significant part, on
  our success in recruiting and retaining IBAs through an attractive commission
  plan and other incentives. We believe that our commission plan and incentive
  programs provide our IBAs with significant income potential. However, there
  can be no assurance that our programs for recruitment and retention of IBAs
  will continue to be successful.

In addition, the business of marketing products in the dietary
  supplement and personal care categories is highly competitive. This market segment
  includes numerous manufacturers, other network marketing companies, catalog
  companies, distributors, marketers, retailers and physicians that actively compete
  in the sale of such products. We also compete with other providers of such products,
  especially retail outlets, based upon convenience of purchase and immediate
  availability of the purchased product. The market is highly sensitive to the
  introduction of new products or weight management plans (including various prescription
  drugs) that may rapidly capture a significant share of the market. As a result,
  our ability to remain competitive depends, in part, upon the successful introduction
  and addition of new products to our line.

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

Our network marketing competitors include small, privately
  held companies, as well as larger, publicly held companies with greater financial
  resources and greater product and market diversification and distribution. Our
  competitors include Shaklee Corporation; Mary Kay Cosmetics, Inc.; Amway Corporation;
  Nutrition for Life International, Inc.; and Herbalife International, Inc.

Employees

As at December 31, 2003 we had 20 employees and 3 executive
  officers. We consider our employee relations to be good. None of our employees
  is a member of a trade union and we have not experienced any business interruption
  as a result of any labor disputes.

Research and Development Expenditures

We have not incurred any research or development expenditures
  during our last two fiscal years.

Intellectual Property

We use several trademarks and trade names in connection with
  our products and operations, as further described below. We rely on common law
  trademark rights to protect our unregistered trademarks. Common law trademark
  rights do not provide with the same level of protection as afforded by a United
  States federal registration of a trademark. Also, common law trademark rights
  are limited to the geographic area in which the trademark is actually used.
  In addition, our product formulations are not protected by patents and are not
  patentable. Therefore, there can be no assurance that another company will not
  replicate one or more of our products.

On June 30, 2002, the following Nutri-Diem trademarks were
  licensed to EYI Nevada pursuant to the Marketing and Distribution Agreement
  in place between Nutri-Diem and EYI Nevada. The owner of the trademarks set
  out in the table below is Michel Grise Consultants Inc., an associated company
  of Nutri-Diem and is controlled by Michel Grise, one of the directors of EYI
  Nevada:

|Product       | Status               | 
|------------- | -------------------- | 
|              |                      | 
|Sea Krit®     | Registered trademark | 
|Melan Plus®   | Registered trademark | 
|Golden Treat® | Registered trademark | 
|Definition®   | Registered trademark | 
|Emulgent®     | Registered trademark | 
|Agrisept-L®   | Registered trademark | 
|Citrex®       | Registered trademark | 
|Calorad®      | Registered trademark | 
|Bellaffina   | Registered trademark | 
|Parablast    | Registered trademark | 
|Ultra Form   | Registered trademark | 
|Citrio       | Registered trademark | 
|Vita-Balance | Registered trademark | 
|Calo Plus    | Registered trademark | 
|Livocare     | Registered trademark | 

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On June 30, 2002, EYI Nevada acquired a license from Essentially
  Yours Industries Corp., an affiliated company, to use the below trademarks and
  formulas for a term of 50 years, renewable at the option of EYI Nevada on a
  yearly basis thereafter at the same yearly rate of $1.00 per year, from year
  to year:

| | Copyright/Trademark                                                     | Status of Application | 
| | ----------------------------------------------------------------------- | --------------------- | 
| |                                                                         |                       | 
| | Products                                                                |                       | 
| |                                                                         |                       | 
| | Essential Marine®                                                       | Registered trademark  | 
| | Essential Omega                                                        | ITU, abandoned        | 
| | Iso greens                                                             | Registered Trademark  | 
| | Noni Plus                                                              | Registered Trademark  | 
| | Oxy Up                                                                 | Registered Trademark  | 
| | Citri-plus®                                                             | Registered trademark  | 
| | Essentially Yours®                                                      | Registered trademark  | 
| | Essentially Yours Industries®                                           | Registered trademark  | 
| |                                                                         |                       | 
| | (1)       
      ITU refers to Intent to Use Application for trademark. |                      

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ITEM 2.             DESCRIPTION
  OF PROPERTY.

Our principal offices are located at 3960 Howard Hughes Parkway,
  Suite 500, Las Vegas, Nevada 89109. We rent these premises at a rate of $400
  per month. The office rental is on a month to month basis without a formal contract.

Other property lease commitments include our warehouse and
  distribution centers in Louisville, Kentucky and Surrey, British Columbia, as
  described in the table below.

| | Location             |  | Square Feet |  | Monthly Lease Commitment | 
| | -------------------- |  | ----------- |  | ------------------------ | 
| |                      |  |             |  |                          | 
| | Louisville, Kentucky |  | 40,000      |  | $11,719                  | 
| | Surrey, B.C.         |  | 21,730      |  | $10,000                  | 

ITEM 3.             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.

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

We filed a Definitive Schedule 14C Proxy Statement on December
  9, 2003 pursuant to Section 14(c) of the Securities Exchange Act of 1934 in
  connection with: (i) a proposal to amend our Articles of Incorporation to increase
  our authorized capital stock from 50 million shares of common stock to 300 million
  shares of common stock and create 10 million shares of "blank check" preferred
  stock; and (ii) a proposal to amend our Articles of Incorporation to change
  our name to "EYI Industries, Inc.. Both proposals were approved by written
  consent of a majority (53.5%) of our shareholders entitled to vote on the matters
  on the record date. The mailing date of the definitive Information Statement
  on Schedule 14C to our shareholders was December 9, 2003, and the effective
  date of each of the proposals was more than twenty days after the mailing date
  of

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the definitive Information Statement. The proposal to increase
  the authorized stock became effective when it was filed with the Nevada Secretary
  of State on December 29, 2003, and the proposal to change our name became effective
  when it was filed with the Nevada Secretary of State on December 31, 2003.

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PART II

ITEM 5.             MARKET
  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our shares of common stock commenced trading on the over-the-counter
  bulletin board (OTC BB) under the symbol EYII on January
  30, 2004 following completion of the Exchange Agreement among our company, certain
  of our shareholders and Safe ID Corporation, see Item 1. Description of
  Business above. The shares of Safe ID Corporation traded on the OTC BB
  under the symbol MYID from January 17, 2001 to January 30, 2004.
  The following table contains the reported high and low bid prices for the common
  stock as reported on the OTC BB for the periods indicated:

|                  | HIGH BID |  | LOW BID
|----------------- | -------- |  | -------
|Fiscal Year Ended |          |  |        
|December 31, 2002 |          |  |        
|1stQuarter        | $0.51    |  | 40.28  
|2ndQuarter        | $0.76    |  | $0.20  
|3rdQuarter        | $0.45    |  | $0.16  
|4thQuarter        | $0.43    |  | $0.16  
|                  |          |  |        
|Fiscal Year Ended |          |  |        
|December 31, 2003 |          |  |        
|1stQuarter        | $0.32    |  | $0.05  
|2ndQuarter        | $0.14    |  | $0.04  
|3rdQuarter        | $0.36    |  | $0.05  
|4thQuarter        | $0.40    |  | $0.17  

The source of the high and low bid information is the OTC
  BB. The market quotations provided reflect inter-dealer prices, without retail
  mark-up, markdown or commission and may not represent actual transactions.

Holders of Our Common Stock

As of April 12, 2004, we had 69 registered stockholders holding
  149,224,447 shares of our common stock.

Dividends

There are no restrictions in our articles of incorporation
  or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
  however, do prohibit us from declaring dividends where, after giving effect
  to the distribution of the dividend:

| | 1. | We would not be able to pay our debts
        as they become due in the usual course of business; or                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                   
| | 2. | Our total assets would be less than
        the sum of our total liabilities plus the amount that would be needed
        to satisfy the rights of shareholders who have preferential rights superior
        to those receiving the distribution.

We have not declared any dividends and we do not plan to declare
  any dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

We have completed the following sales of securities without
  registration pursuant to the Securities Act of 1933 during the fiscal year ended
  December 31, 2003 that have not been reported on our Quarterly Reports on Form
  10-QSB during the year:

In September, 2003 we completed a private placement financing
  of 3,573,924 units with twenty three investors at a price of $0.14 per unit
  for total proceeds of $500,349. Each unit consisted of one of our common shares
  and one common share purchase warrant. Each common share purchase warrant entitles
  the warrant holder to purchase one of our common shares at the price of $0.20
  per share. No commissions

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or fees were paid in connection with the offering. The sales
  were completed pursuant to Rule 506 of Regulation D of the Securities Act on
  the basis that each purchaser is an accredited investor, as defined
  under Rule 501 of Regulation D of the Act. All securities issued were endorsed
  with a restrictive legend confirming that the securities could not be resold
  without registration under the Act or an applicable exemption from the registration
  requirements of the Act.

We offered to Michel Grise, an EYI Shareholder, 357,143 shares
  of common stock and 357,143 warrants to purchase additional shares of common
  stock at a price of $0.20 per share in satisfaction of a loan from Mr. Grise
  to EYI Nevada in the aggregate principal amount of $50,000, plus interest. Mr.
  Grise accepted our offer, and the shares and warrants were issued to Mr. Grise
  on December 31, 2003.

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ITEM 6.             MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS

Overview

We distribute nutritional products predominantly through network
  marketing and, to a lesser extent, through direct sales. Network sales are primarily
  dependent upon the efforts of a network of our IBAs who market our product
  and business opportunity through word of mouth, Internet promotions, radio/TV
  exposure and brick and mortar placement. The entire nutritional supplement product
  line is targeted to appeal to aging baby boomers, health and fitness consumers
  and the growing weight loss market. We feel that our main product Calorad, a
  21 year old market proven product, is positioned to expand into the significant
  weight loss industry. We see market conditions in the US and Canada amenable
  to a significant growth of Calorad sales.

Network Marketing

Our core business is in network marketing development and
  sales. In the past several months we have implemented some critical changes.
  We analyzed our compensation structure and realized that although the plan paid
  the sales force substantially higher than industry standard, it was still not
  encouraging sales, growth, duplication or retention. After many months of study,
  outside consulting, field leader's focus groups and senior management discussion,
  we made key adjustments in January 2004 that will effectively cap the sales
  commission expense while at the same time promote increased network sales. Fundamentally,
  this program is simpler to understand and teach. And through the generous compensation
  plan, it further provides the incentive to promote new growth and expansion.
  Since the launch of this new program, we believe that this plan has been thoroughly
  embraced our IBAs and they have begun to more aggressively and successfully
  recruit new IBAs. We anticipate retaining a higher percentage of both
  customers and distributors with this new plan.

The network marketing industry has recently been affected
  by the laws banishing ephedra-based weight loss products. We believe that we
  are in the perfect position to pick up data-bases of highly motivated, trained
  network marketing professionals. Our flagship product Calorad is positioned
  to address weight management in a safe, innovative and time-proven manner. With
  Calorad alongside our new commission plan, we hope to be able to recruit top
  executives and distributors. We believe that we have the product line, the compensation
  structure, the management and infrastructure to manage and support our expected
  sales increases.

To further facilitate growth and take full advantage of both
  recent market advantages and the competitive advantages conferred by the new
  commission plan, we have upgraded our Internet support sites, created a trainer
  field certification program, developed a regional training program and increased
  our face to face training capability dramatically. These support tools are intended
  to ensure compliance, mature team and territory development and assist sales
  growth.

Retail Sales and Lead Generation

Radio/TV.We believe that there are opportunities in channel development and direct
  retail sales. We continue to support a number of radio/TV campaigns that market
  Calorad. These campaigns are a blend of paid and PI contracts. These campaigns
  contribute steady profitable sales while also providing contacts of potentially
  new IBAs to our existing IBAs.

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

Internet Sales and Communication

We have invested highly in our Internet marketing capabilities.
  We recently completed a major website upgrade, providing improved management
  and marketing tools for our distributors. Our Internet sales and lead generation
  programs continue to grow, showing steady and significant sales growth. We intend
  to take

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full advantage of the Internet's ability to reach both product
  users and business opportunity seekers. We are currently exploring more upgrades
  to enhance our ability to communicate more efficiently through this venue.

International Sales

We see international sales as a key component for our growth
  in the next 5 years. We have signed a letter of Intent with the Supra group
  who we believe have significant international experience, expertise and contacts.
  We believe that this alliance will assist in our ability to expand into Spanish-speaking
  countries.

Warehouse Sales

We have plans to turn Halo, our wholly-owned warehouse facility
  into a profitable operation. All sales increases translate into more shipping
  for Halo. We have some contracts in negotiation which may increase sales at
  Halo.

Upgrade of computer systems.

We hope to upgrade our computer systems over the next twelve
  months. These upgrades will result in improved operational efficiency and reduced
  overhead costs.

Employee base

During the next twelve months of operation we expect our employee
  base to remain the approximately the same as it is currently.

Our expenditures over the next 12 months are budgeted at $4,471,047.
  Our ability to complete our plan of operations is subject to our ability to
  obtain additional financing and the successful marketing and sale of our products.

We anticipate that we will incur the following expenses over
  the next twelve months:

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

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

Our cash on hand as of December 31, 2003 was $52,075. Our
  total expenditures over the next twelve months are anticipated to be $4,471,047.
  Accordingly, we will require financing to fund our operations for the next twelve
  months. If we are unable to obtain additional financing, our business plan will
  be significantly delayed until a point in time when we would be able to secure
  the necessary financing. We anticipate that any financing will be an equity
  financing. However, there is no assurance that we will be able to secure the
  necessary financing.

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Merger and Acquisition

On December 31, 2003, we completed a share exchange agreement
  with EYI Nevada, pursuant to which we changed our name to EYI Industries,
  Inc.. Under the terms of the Exchange, certain of the EYI Shareholders
  issued 15,372,733 shares of EYI Nevada common stock to us in exchange for 117,991,875
  shares of our common stock. We also approved an increase in the number of our
  authorized common stock shares to 534,278,000 prior to the finalization of this
  acquisition. Also, prior to the recapitalization we sold approximately $550,000
  of common stock and warrants as part of a private placement. These stock sales
  were in anticipation of the acquisition and recapitalization, and as such, are
  reflected as financing cash flows.

As we were a non-operating public company with limited assets,
  the substance of the acquisition transaction with EYI Nevada was a capital transaction,
  rather than a business combination. The transaction is equivalent to the issuance
  of stock by EYI Nevada for our net assets, accompanied by a recapitalization.
  EYI Nevada is the successor corporation for accounting purposes. The accounting
  is identical to that resulting from a reverse acquisition, except that no goodwill
  or other intangibles are recorded. Our substantial asset that was acquired by
  EYI Nevada in connection with the Exchange was approximately $32,500 in cash.
  The liabilities acquired by EYI Nevada in the acquisition totaled approximately
  $11,800.

Six Months Ended December 31, 2003 Compared to Year Ended
  June 30, 2003

Results of Operations

During the six month period ended December 31, 2003 we had
  total revenues of $4,313,579 and gross profits of $1,467,779 compared to revenues
  of $14,390,049 and gross profits of $3,878,343 during the year ended June 30,
  2003.

We incurred operating expenses in the amount of $2,446,108
  for the six months ended December 31, 2003, compared to $5,523,775 for the year
  ended June 30, 2003. Our operating expenses consist principally of salaries
  and other personnel costs for our administrative staff, rent, legal and professional
  fees, consulting fees, sales and marketing expenses and warehouse expenses.
  As a percentage of revenues, operating expenses increased from 38.3% during
  the year ended June 30, 2003 to 56.7% during the six months ended December 31,
  2003, primarily as a result of lower revenues.

We incurred professional fees in the amount of $145,001 during
  the six months ended December 31, 2003, compared to $354,356 for the year ended
  June 30, 2003. These professional fees were primarily attributable to our filing
  a registration statement under the Securities Act of 1933, the reorganization
  of our company and our becoming reporting company under the Securities Exchange
  Act of 1934.

Net Loss

We incurred a loss before other items of $969,987 for the
  six months ended December 31, 2003, compared to a loss before other items of
  $1,644,456 for the year ended June 30, 2003. Our loss before other items was
  attributable entirely to operating expenses.

Liquidity and Financial Condition

We had cash and cash equivalents in the amount of $52,075
  as of December 31, 2003. We had a working capital deficit of $1,265,833 as of
  December 31, 2003.

During the year ended December 31, 2003, we completed a private
  placement financing of 3,573,924 units with twenty three investors at a price
  of $0.14 per unit for total proceeds of $500,349. Each unit consisted of one
  common share and one common share purchase warrant. Each common share purchase
  warrant entitles the warrant holder to purchase one common share at the price
  of $0.20 per share. No commissions or fees were paid in connection with the
  offering. The sales were completed pursuant to Rule 506 of Regulation D of the
  Securities Act on the basis that each purchaser is an accredited investor,
  as defined under Rule 501 of Regulation D of the Act.

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We will require additional financing in order to enable us
  to proceed with our plan of operations, as discussed above under Plan of Operations.
  In total, we anticipate that we will require a minimum of approximately $4,471,047
  over the next twelve months to pay for our ongoing expenses. These cash requirements
  are in excess of our current cash and working capital resources. Accordingly,
  we will require additional financing in order to continue operations and to
  repay our accrued liabilities. We have no arrangements in place for any additional
  financing and there is no assurance that we will achieve the required additional
  funding. There is no assurance that any party will advance additional funds
  to us in order to enable us to sustain our plan of operations or to repay our
  liabilities.

OFF-BALANCE SHEET ARRANGEMENTS

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

Critical Accounting Policies

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

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

Property and Equipment

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

Revenue Recognition

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

Long-lived Assets

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

RISK FACTORS

We have a limited operating history, an accumulated deficit
  and may have continued losses for the foreseeable future with no assurance of
  profitability.As of December 31, 2003 we had an accumulated deficit of
  $1,265,833. 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.

Our auditors report contains a going concern qualification.
  As shown in the financial statements accompanying this Annual Report, we had
  a working capital deficit of $1,265,833 as of December 31, 2003.

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We are currently putting technology in place which will, if
  successful, mitigate these factors which raise substantial doubt about our ability
  to continue as a going concern.

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

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

We are dependent on our IBAs for our product marketing
  efforts.Our success and growth depend upon our ability to attract, retain
  and motivate our network of IBAs (short for Independent Business Associates)
  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.

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

is a product (other than tobacco) that is intended to supplement the diet
      that bears or contains one or more of the following dietary ingredients:
      a vitamin, a mineral, a herb or other botanical, an amino acid, a dietary
      substance for use by man to supplement the diet by increasing the total
      daily intake, or a concentrate, metabolite, constituent, extract, or combinations
      of these ingredients.
    is intended for ingestion in pill, capsule, tablet, or liquid form.
    is not represented for use as a conventional food or as the sole item
      of a meal or diet.
    is labeled as a dietary supplement.


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

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

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

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

Dietary Supplements

| | Calorad           
|- | ------------------
|  |                   
| | Agrisept-L        
|  |                   
| | Oxy-Up            
|  |                   
| | Triomin           
|  |                   
| | Noni Plus         
|  |                   
| | Iso-Greens        
|  |                   
| | Definition (drops)
|  |                   
| | Essential Omega   

Personal Care Products

| | Definition (cream)
|- | ------------------

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

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

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

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- the Federal Trade Commission will not question our past
      or future advertising or other operations; or
- a state will not interpret product claims presumptively
      valid under federal law as illegal under that states regulations.

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

entries of consent decrees;
    refunds of amounts paid by the complaining IBA or consumer;
    refunds to an entire class of IBAs or customers;
    other damages; and


- changes in our method of doing business.

A complaint based on the activities of one IBA, whether
  or not such activities were authorized by us, could result in an order affecting
  some or all IBAs in a particular state, and an order in one state could influence
  courts or government agencies in other states.Proceedings resulting from
  these complaints may result in significant defense costs, settlement payments
  or judgments and could have a material adverse effect on us.

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

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

the evolving interpretations of existing laws and regulations, and
    the enactment of new laws and regulations pertaining in general to network
      marketing organizations and product distribution.


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

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marketing scheme that promotes inventory loading
  and does not encourage retail sales of the products and services to ultimate
  consumers. Inventory loading occurs when distributors purchase large quantities
  of non-returnable inventory to obtain the full amount of compensation available
  under the network marketing program. In the event of challenges to the legality
  of our network marketing organization by our IBAs, there is no assurance that
  we will be able to demonstrate that:

our network marketing policies were enforced, and
    the network marketing program and IBAs compensation thereunder serve
      as safeguards to deter inventory loading and encourage retail sales to the
      ultimate consumers.


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

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

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

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

our efforts to develop innovative new products will be successful,
    customers will accept new products, or
    that we will obtain required regulatory approvals of such new products.


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

We have no manufacturing capabilities and we are dependent
  upon Nutri-Diem, Inc. and other companies to manufacture our products.We
  have no manufacturing facilities and have no present intention to manufacture
  any of our dietary supplement and personal care products. We are dependent upon

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relationships with independent manufacturers to fulfill our
  product needs. Nutri-Diem, Inc., a related party, manufactures and supplies
  more than 70% of our products. We have contracts with Nutri-Diem that require
  us to purchase set amounts of its manufactured products for at least the next
  five years and possibly the next ten years. It is possible that these contracts
  with Nutri-Diem, Inc. could become unfavorable, and we may not be able to use
  other manufacturers to provide us with these services if our terms with Nutri-Diem,
  Inc. become unfavorable. In addition, we must be able to obtain our dietary
  supplement and personal care products at a cost that permits us to charge a
  price acceptable to the customer, while also accommodating distribution costs
  and third party sales compensation. Competitors who do own their own manufacturing
  may have an advantage over us with respect to pricing, availability of product
  and in other areas through their control of the manufacturing process.

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

We are materially dependent upon our key personnel and
  the loss of such key personnel could result in delays in the implementation
  of our business plan or business failure.We depend upon the continued involvement
  of Jay Sargeant, our President, Chief Executive Officer and Director, and Dori
  ONeill, our Executive Vice President, Chief Operations Officer, Secretary,
  Treasurer and Director. As we are a developing company, the further implementation
  of our business plan is dependent on the entrepreneurial skills and direction
  of management. Mr. Sargeant, Mr. ONeill guide and direct our activity
  and vision. This direction requires an awareness of the market, the competition,
  current and future markets and technologies that would allow us to continue
  our operations. The loss or lack of availability of these individuals could
  materially adversely affect our business and operations. We do not carry key
  person life insurance for these officers and directors, and we would be
  adversely affected by the loss of these three key employees.

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

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

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

29 of 45

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

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

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

30 of 45

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ITEM 7.             FINANCIAL
  STATEMENTS.

Included with this Annual Report on Form 10-KSB are our audited
  financial statements for the period ended December 31, 2003 that are comprised
  of the following:

|1. | Auditors
        Report;                                                              
|-- | ---------------------------------------------------------------------------------------
|   |                                                                                        
|2. | Audited Financial Statements
        for the period ended December 31, 2003, including:
|   |                                                                                        
|   | a.                                                                                     
|   |                                                                                        
|   | b.                                                                                     
|   |                                                                                        
|   | c.                                                                                     
|   |                                                                                        
|   | d.                                                                                     
|   |                                                                                        
|   | e.                                                                                     

31 of 45

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EYI INDUSTRIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003





WILLIAMS & WEBSTER, P.S. Certified Public Accountants Bank of America Financial Center 
  W 601 Riverside, Suite 1940 
  Spokane, WA 99201
  (509) 838-5111

---

EYI INDUSTRIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003

CONTENTS

|Independent Auditors Report               | 1                                             
|------------------------------------------ | ----------------------------------------------
|                                           |                                               
|Financial Statements:                      |                                               
|                                           |                                               
|                                           | Consolidated Balance Sheets                   
|                                           |                                               
|                                           | Consolidated Statements of Operations         
|                                           |                                               
|                                           | Consolidated Statement of Stockholders Equity
|                                           |                                               
|                                           | Consolidated Statements of Cash Flows         
|                                           |                                               
|Notes to Consolidated Financial Statements | 6                                             

---



Board of Directors 
  EYI Industries, Inc. 
  Surrey, British Columbia Canada

INDEPENDENT AUDITORS REPORT

We have audited the accompanying consolidated balance sheets
  of EYI Industries, Inc., (a Nevada corporation) at December 31, 2003 and June
  30, 2003, respectively, and the related consolidated statements of operations,
  stockholders equity (deficit) and cash flows for the six months ended
  December 31, 2003 and the year ended June 30, 2003, and the period from June
  21, 2002 through to June 30, 2002. These consolidated financial statements are
  the responsibility of the Companys management. Our responsibility is to
  express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards
  generally accepted in the United States of America. Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  EYI Industries, Inc. as of December 31, 2003 and June 30, 2003, respectively,
  and the results of its operations, stockholders equity (deficit) and its
  cash flows for the six months ended December 31, 2003 and the year ended June
  30, 2003, and the period from June 21, 2002 through to June 30, 2002 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company has an accumulated deficit and a negative
  working capital position which raises substantial doubt about its ability to
  continue as a going concern. Managements plans concerning these matters
  are also described in Note 2. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ "Williams & Webster, P.S."

Williams & Webster, P.S. Certified Public Accountants 
  Spokane, Washington 
  April 1, 2004

Members of Private Companies Practice Section, SEC Practice
  Section, AICPA and WSCPA Bank of America Financial Center  601 W. Riverside, Suite 1940 
  Spokane, WA 99201 
  Phone (509) 838-5111  Fax (509) 838-5114  www.williams-webster.com

---

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

|                                                             |   | December
      31, 2003 |   |   | June
      30, 2003 |  
|------------------------------------------------------------ | - | ----------------------- | - | - | ------------------- | -
|ASSETS                                                       |   |                         |   |   |                     |  
|                                                             |   |                         |   |   |                     |  
|CURRENT ASSETS                                               |   |                         |   |   |                     |  
|Cash                                                         | $ | 52,075                  |   | $ | 16,184              |  
|Restricted
      cash                                        |   | 223,682                 |   |   | 223,682             |  
|Accounts
      receivable                                    |   | 52,323                  |   |   | 26,596              |  
|Related
      party receivables                              |   | 5,465                   |   |   | 6,162               |  
|Prepaid
      expenses                                       |   | 28,600                  |   |   | 36,484              |  
|Inventory                                                    |   | 254,367                 |   |   | 302,604             |  
|TOTAL
      CURRENT ASSETS                                   |   | 616,512                 |   |   | 611,712             |  
|                                                             |   |                         |   |   |                     |  
|PROPERTY, PLANT
      AND EQUIPMENT, NET                     |   | 143,439                 |   |   | 160,611             |  
|                                                             |   |                         |   |   |                     |  
|OTHER ASSETS                                                 |   |                         |   |   |                     |  
|Deposit                                                      |   | -                       |   |   | 10,407              |  
|                                                             |   |                         |   |   |                     |  
|INTANGIBLE ASSETS                                            |   | 19,801                  |   |   | 19,801              |  
|                                                             |   |                         |   |   |                     |  
|TOTAL ASSETS                                                 | $ | 779,752                 |   | $ | 802,531             |  
|                                                             |   |                         |   |   |                     |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               |   |                         |   |   |                     |  
|                                                             |   |                         |   |   |                     |  
|LIABILITIES                                                  |   |                         |   |   |                     |  
|                                                             |   |                         |   |   |                     |  
|CURRENT LIABILITIES                                          |   |                         |   |   |                     |  
|Bank
      indebtedness                                      | $ | 259,977                 |   | $ | 274,880             |  
|Accounts
      payable and accrued liabilities               |   | 836,751                 |   |   | 554,830             |  
|Accounts
      payable - related parties                     |   | 779,367                 |   |   | 545,075             |  
|Customer
      deposits                                      |   | 6,250                   |   |   | 46,292              |  
|TOTAL
      CURRENT LIABILITIES                              |   | 1,882,345               |   |   | 1,421,077           |  
|                                                             |   |                         |   |   |                     |  
|COMMITMENTS AND
      CONTINGENCIES                          |   | -                       |   |   | -                   |  
|                                                             |   |                         |   |   |                     |  
|MINORITY INTEREST
      IN SUBSIDIARY                        |   | 468,877                 |   |   | 485,148             |  
|                                                             |   |                         |   |   |                     |  
|STOCKHOLDERS' EQUITY (DEFICIT)                               |   |                         |   |   |                     |  
|Preferred stock,
      $0.001 par value; 10,000,000 shares   |   |                         |   |   |                     |  
|authorized,
      no shares issued and outstanding           |   | -                       |   |   | -                   |  
|Common stock, $0.001
      par value; 537,278,000 shares     |   |                         |   |   |                     |  
|authorized,
      148,180,670 and 118,045,603 share s issued |   |                         |   |   |                     |  
|and
      outstanding, respectively                          |   | 148,181                 |   |   | 118,046             |  
|Discount on common
      stock                               |   | (53,598                 | ) |   | (53,598             | )
|Additional paid-in
      capital                             |   | 873,805                 |   |   | 484,281             |  
|Stock warrants                                               |   | 82,552                  |   |   | -                   |  
|Accumulated deficit                                          |   | (2,622,410              | ) |   | (1,652,423          | )
|TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)                   |   | (1,571,470              | ) |   | (1,103,694          | )
|                                                             |   |                         |   |   |                     |  
|TOTAL LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)   | $ | 779,752                 |   |   | 802,531             |  

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

2

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

|                                                |   |                         |   |   |                     |   |   | From                |  
|----------------------------------------------- | - | ----------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                |   |                         |   |   |                     |   |   | June 21, 2002       |  
|                                                |   | Six Months Ended        |   |   | Year Ended          |   |   | (Inception) to      |  
|                                                |   | December
      31, 2003 |   |   | June
      30, 2003 |   |   | June
      30, 2002 |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|REVENUE                                         | $ | 4,313,579               |   | $ | 14,390,049          |   | $ | -                   |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|COST OF GOODS SOLD                              |   | 2,845,800               |   |   | 10,511,706          |   |   | -                   |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|GROSS PROFIT                                    |   | 1,467,779               |   |   | 3,878,343           |   |   | -                   |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|OPERATING EXPENSES                              |   |                         |   |   |                     |   |   |                     |  
|Consulting fees                                 |   | 394,200                 |   |   | 765,580             |   |   | -                   |  
|Legal and professional                          |   | 145,001                 |   |   | 354,356             |   |   | -                   |  
|Customer service                                |   | 488,944                 |   |   | 1,270,297           |   |   | -                   |  
|Finance and administration                      |   | 324,853                 |   |   | 835,008             |   |   | -                   |  
|Sales and marketing                             |   | 92,834                  |   |   | 506,276             |   |   | -                   |  
|Telecommunications                              |   | 231,318                 |   |   | 550,480             |   |   | -                   |  
|Wages and benefits                              |   | 547,076                 |   |   | 959,526             |   |   | -                   |  
|Warehouse expense                               |   | 221,882                 |   |   | 282,252             |   |   | 7,967               |  
|TOTAL
      OPERATING EXPENSES                  |   | 2,446,108               |   |   | 5,523,775           |   |   | 7,967               |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|OPERATING LOSS                                  |   | (978,329                | ) |   | (1,645,432          | ) |   | (7,967              | )
|                                                |   |                         |   |   |                     |   |   |                     |  
|OTHER INCOME (EXPENSES)                         |   |                         |   |   |                     |   |   |                     |  
|Interest and other
      income                 |   | 4,746                   |   |   | 1,713               |   |   | -                   |  
|Interest expense                                |   | (21,879                 | ) |   | (12,792             | ) |   | -                   |  
|Foreign currency
      gain/(discount)          |   | 9,205                   |   |   | (16,697             | ) |   | -                   |  
|TOTAL
      OTHER INCOME (EXPENSES)             |   | (7,928                  | ) |   | (27,776             | ) |   | -                   |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|NET LOSS BEFORE TAXES                           |   | (986,257                | ) |   | (1,673,208          | ) |   | (7,967              | )
|                                                |   |                         |   |   |                     |   |   |                     |  
|PROVISION FOR TAXES                             |   | -                       |   |   | -                   |   |   | -                   |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|NET LOSS BEFORE ALLOCATION TO MINORITY INTEREST |   | (986,257                | ) |   | (1,673,208          | ) |   |                     |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|ALLOCATION OF LOSS TO MINORITY INTEREST         |   | 16,270                  |   |   | 28,752              |   |   |                     |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|NET LOSS                                        | $ | (969,987                | ) | $ | (1,644,456          | ) | $ | (7,967              | )
|                                                |   |                         |   |   |                     |   |   |                     |  
|BASIC AND DILUTED                               |   |                         |   |   |                     |   |   |                     |  
|NET LOSS PER
      COMMON SHARE                 | $ | nil                     |   | $ | nil                 |   | $ | nil                 |  
|                                                |   |                         |   |   |                     |   |   |                     |  
|WEIGHTED AVERAGE NUMBER OF                      |   |                         |   |   |                     |   |   |                     |  
|COMMON STOCK
      SHARES OUTSTANDING           |   | 128,090,625             |   |   | 116,102,534         |   |   | 15,000,000          |  

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

3

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

|                                             | Common
      Stock |  |   | Additional |  |   |         |  |   |                    |   |   |          |  |   |            |  
|-------------------------------------------- | ------------------ |  | - | ---------- |  | - | ------- |  | - | ------------------ | - | - | -------- |  | - | ---------- | -
|                                             | Number of          |  |   |            |  |   | Paid-in |  |   | Discount on        |   |   | Option/  |  |   | Retained   |  
|                                             | Shares             |  |   | Amount     |  |   | Capital |  |   | Common
      Stock |   |   | Warrants |  |   | Earnings   |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Stock issued for cash on June 21, 2002       | 23,026,200         |  | $ | 23,026     |  | $ | 6,974   |  | $ | -                  |   | $ | -        |  | $ | -          |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Contribution of assets, liabilities and      |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|subsidiaries acquired at June 30,
      2002 | 92,104,800         |  |   | 92,105     |  |   | -       |  |   | (53,598            | ) |   | -        |  |   | -          |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for period ended June 30, 2002      | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (7,967     | )
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, June 30, 2002                       | 115,131,000        |  |   | 115,131    |  |   | 6,974   |  |   | (53,598            | ) |   | -        |  |   | (7,967     | )
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Shares issued for cash in private            |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|placement for $1.50/share,                   |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|net of prorata share of private placement    |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|fees of $ 61,206                             | 2,914,603          |  |   | 2,915      |  |   | 477,307 |  |   | -                  |   |   | -        |  |   | -          |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for fiscal year ended               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|June 30, 2003                                | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (1,644,456 | )
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, June 30, 2003                       | 118,045,603        |  |   | 118,046    |  |   | 484,281 |  |   | (53,598            | ) |   | -        |  |   | (1,652,423 | )
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Recapitalization and share exchange          | 30,135,067         |  |   | 30,135     |  |   | 389,524 |  |   | -                  |   |   | 82,552   |  |   | -          |  
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Net loss for fiscal year ended               |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|December 31, 2003                            | -                  |  |   | -          |  |   | -       |  |   | -                  |   |   | -        |  |   | (969,987   | )
|                                             |                    |  |   |            |  |   |         |  |   |                    |   |   |          |  |   |            |  
|Balance, December 31, 2003                   | 148,180,670        |  | $ | 148,181    |  | $ | 873,805 |  | $ | (53,598            | ) | $ | 82,552   |  | $ | (2,622,410 | )

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

4

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

|                                                                     |   |                         |   |   |                     |   |   | From                |  
|-------------------------------------------------------------------- | - | ----------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                                     |   |                         |   |   |                     |   |   | June 21, 2002       |  
|                                                                     |   | Six Months Ended        |   |   | Year Ended          |   |   | (Inception) to      |  
|                                                                     |   | December
      31, 2003 |   |   | June
      30, 2003 |   |   | June
      30, 2002 |  
|CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES                   |   |                         |   |   |                     |   |   |                     |  
|Net loss                                                             | $ | (969,987                | ) | $ | (1,644,456          | ) | $ | (7,967              | )
|Loss allocated to
      minority interest                            |   | (16,270                 | ) |   | (28,752             | ) |   | -                   |  
|                                                                     |   | (986,257                | ) |   | (1,673,208          | ) |   |                     |  
|Adjustments to reconcile
      net loss                              |   |                         |   |   |                     |   |   |                     |  
|to
      net cash used by operating activities:                      |   |                         |   |   |                     |   |   |                     |  
|Depreciation
      and amortization                                  |   | 36,756                  |   |   | 52,688              |   |   | -                   |  
|Decrease
      (increase) in:                                        |   |                         |   |   |                     |   |   |                     |  
|Related
      party receivables                                      |   | 697                     |   |   | 66,565              |   |   | -                   |  
|Accounts
      receivable                                            |   | (25,727                 | ) |   | (14,275             | ) |   | -                   |  
|Prepaid
      expenses                                               |   | 7,884                   |   |   | 9,480               |   |   | (21,500             | )
|Inventory                                                            |   | 48,237                  |   |   | (302,605            | ) |   | -                   |  
|Increase
      (decrease) in:                                        |   |                         |   |   |                     |   |   |                     |  
|Accounts
      payable                                               |   | 273,549                 |   |   | 342,864             |   |   | 11,467              |  
|Accounts
      payable - related parties                             |   | 194,292                 |   |   | 545,075             |   |   | -                   |  
|Customer
      deposits                                              |   | (40,042                 | ) |   | 46,292              |   |   | -                   |  
|Net cash used by
      operating activities                          |   | (490,611                | ) |   | (927,124            | ) |   | (18,000             | )
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES                   |   |                         |   |   |                     |   |   |                     |  
|Increase in restricted
      cash                                    |   | -                       |   |   | (223,682            | ) |   | -                   |  
|Purchase of property,
      plant and equipment                      |   | (19,584                 | ) |   | (82,440             | ) |   | -                   |  
|Purchase of trademarks
      and formulas                            |   | -                       |   |   | (21,600             | ) |   | -                   |  
|Increase in security
      deposit                                   |   | 10,407                  |   |   | (10,406             | ) |   | -                   |  
|Net cash used by
      investing activities                          |   | (9,177                  | ) |   | (338,128            | ) |   | 434                 |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES                   |   |                         |   |   |                     |   |   |                     |  
|Decrease in bank
      indebtedness                                  |   | (14,904                 | ) |   | -                   |   |   | -                   |  
|Cash received through
      recapitalization                         |   | 550,583                 |   |   | -                   |   |   |                     |  
|Issuance of stock,
      net of private placement costs & warrants   |   | -                       |   |   | 994,122             |   |   | 30,000              |  
|Net cash provided
      by financing activities                      |   | 535,679                 |   |   | 1,269,002           |   |   | 30,000              |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|Net increase in cash and cash equivalents                            |   | 35,891                  |   |   | 3,750               |   |   | 12,434              |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|CASH - Beginning of Year                                             |   | 16,184                  |   |   | 12,434              |   |   | -                   |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|CASH - End of Period                                                 | $ | 52,075                  |   | $ | 16,184              |   | $ | 12,434              |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                  |   |                         |   |   |                     |   |   |                     |  
|Interest expense
      paid                                          | $ | -                       |   | $ | -                   |   | $ | -                   |  
|Income taxes
      paid                                              | $ | -                       |   | $ | -                   |   | $ | -                   |  
|                                                                     |   |                         |   |   |                     |   |   |                     |  
|NON-CASH INVESTING AND FINANCING TRANSACTIONS:                       |   |                         |   |   |                     |   |   |                     |  
|Contribution of
      assets, liabilities and subsidiaries for stock | $ | -                       |   | $ | -                   |   | $ | 38,507              |  

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

5

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 1  DESCRIPTION OF BUSINESS

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

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

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

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.

Accounting Method 
  The Companys financial statements are prepared using the accrual basis
  of accounting in accordance with accounting principles generally accepted in
  the United States of America.

6

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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

In April 2003, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 149, Amendment of Statement
  133 on Derivative instruments and Hedging Activities: (hereinafter SFAS
  No. 149). SFAS No. 149 amends and clarifies the accounting for derivative
  instruments, including certain derivative instruments embedded in other contracts,
  and for hedging activities under SFAS No. 133, Accounting for Derivative
  Instruments and Hedging Activities. This statement is effective for contracts
  entered into or modified after December 31, 2003 and for hedging relationships
  designated after December 31, 2003. The adoption of SFAS No. 149 is not expected
  to have an impact on the financial position or results of operations of the
  Company.

In December 2002, the Financial Accounting Standards Board
  issued Statement No. 148 (hereinafter SFAS No. 148) on Accounting
  for Stock-Based CompensationTransition and Disclosure. This statement
  provides alternative methods of transition for companies that choose to switch
  to the fair value method of accounting for stock options. SFAS No. 148 also
  makes changes in the disclosure requirements for stock-based compensation, regardless
  of which method of accounting is chosen. Under the new standard, companies must
  report certain types of information more prominently and in a more understandable
  format in the footnotes to the financial statements, and this information must
  be included in interim as well as annual financial statements. Historically,
  the Company has not had any stock based compensation and therefore there are
  no disclosure requirements of SFAS No. 148 in these financial statements.

In October 2002, the Financial Accounting Standards Board
  issued Statement No. 147 (hereinafter SFAS No. 147) on Acquisitions
  of Certain Financial Institutions. This statement provides guidance on
  the accounting for the acquisition of a financial institution. The Companys
  adoption of this standard does not have an effect on its financial statements.

7

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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 (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. There is no impact on the Companys financial
  position or results of operations from adopting SFAS No. 146.

Accounts Receivable and Bad Debts 
  The Company estimates bad debts utilizing the allowance method, based upon past
  experience and current market conditions. At December 31, 2003 and June 30,
  2003, the Company determined that no allowance was required, as most sales are
  transacted via credit card or electronic transfer and therefore are considered
  immediately collectible.

Cash and Cash Equivalents 
  For purposes of the statement of cash flows, the Company considers all highly
  liquid investments and short-term debt instruments with original maturities
  of three months or less to be cash equivalents.

Restricted Cash 
  Restricted cash includes deposits held in a reserve account in the amount of
  $223,682 at December 31, 2003 and June 30, 2003, respectively. Such deposits
  are required by the bank as protection against unfunded charge backs and returns
  of credit card transactions.

Compensated Absences 
  Employees of the Company are entitled to paid vacation, and sick days, depending
  on job classification, length of service, and other factors. The Company accrued
  vacation pay in the amounts of $38,000 and $39,000 at December 31, 2003 and
  June 30, 2003, respectively.

Cost of Sales 
  Cost of sales consist of the purchase price of products sold, commissions, inbound
  shipping charges, net of freight recovered from customers, and packaging supplies.

8

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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

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

At December 31, 2003 and June 30, 2003, the Company has not
  engaged in any transactions that would be considered derivative instruments
  or hedging activities.

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

Fair Value of Financial Instruments 
  The Company's financial instruments as defined by Statement of Financial Accounting
  Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
  include cash, trade accounts receivable, and accounts payable and accrued expenses.
  All instruments are accounted for on a historical cost basis, which, due to
  the short maturity of these financial instruments, approximates fair value at
  December 31, 2003 and June 30, 2003.

9

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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

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

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

Income Taxes 
  The Company accounts for income taxes under the provisions of Statement of Financial
  Accounting Standards No. 109, Accounting for Income Taxes. This
  statement requires the recognition of deferred tax liabilities and assets for
  the future consequences of events that have been recognized in the Companys
  consolidated financial statement or tax returns. Measurement of the deferred
  items is based on enacted tax laws. In the event the future consequences of
  differences between financial reporting bases and tax bases of the Companys
  assets and liabilities results in a deferred tax asset, SFAS No. 109 requires
  an evaluation of the probability of being able to realize the future benefits
  indicated by such an asset. A valuation allowance related to a deferred tax
  asset is recorded when it is more likely than not that some portion or all of
  the deferred tax asset will not be realized. See Note 12.

Inventories 
  The Company records inventories at the lower of cost or market on a first-in,
  first-out basis.

10

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

Long-lived Assets 
  In accordance with Statement of Financial Accounting Standards No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets. This standard establishes
  a single accounting model for long-lived assets to be disposed of by sale, including
  discontinued operations, and requires that these long-lived assets be measured
  at the lower of carrying amount or fair value less cost to sell, whether reported
  in continuing operations or discontinued operations. Accordingly, the Company
  reviews the carrying amount of long-lived assets for impairment where events
  or changes in circumstances indicate that the carrying amount may not be recoverable.
  The determination of any impairment would include a comparison of estimated
  future cash flows anticipated to be generated during the remaining life of the
  assets to the net carrying value of the assets. For the years ended December
  31, 2003 and June 30, 2003, no impairments have been identified.

Property and Equipment 
  Property and equipment are stated at cost. Depreciation of property and equipment
  is calculated using the straight-line method over the estimated useful lives
  of the assets, which range from three to seven years. See Note 6.

Principles of Consolidation 
  The consolidated financial statements include the accounts of the Company and
  its wholly owned subsidiaries. All significant transactions and balances among
  the companies included in the consolidated financial statements have been eliminated.

Revenue Recognition 
  The Company recognizes revenue from product sales upon shipment to independent
  distributors, the Companys customers. Revenue from administration fees
  is recognized upon collection from independent distributors.

Advertising Expenses 
  Advertising expenses consist primarily of costs incurred in the design, development,
  and printing of Company literature and marketing materials. The Company expenses
  all advertising expenditures as incurred. The Company's advertising expenses
  were $29,073 and $75,135 for the years ended December 31, 2003 and June 30,
  2003, respectively.

Use of Estimates 
  The process of preparing financial statements in conformity with accounting
  principles generally accepted in the United States of America requires the use
  of estimates and assumptions regarding certain types of assets, liabilities,
  revenues, and expenses. Such estimates primarily relate to unsettled transactions
  and events as of the date of the financial statements. Accordingly, upon settlement,
  actual results may differ from estimated amounts.

11

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

Segment Information 
  The Company adopted Statement of Financial Accounting Standards No. 131, "Disclosures
  about Segments of an Enterprise and Related Information, (hereafter SFAS
  No. 131) which supersedes SFAS No. 14, "Financial Reporting for Segments
  of a Business Enterprise," replacing the "industry segment" approach with the
  "management" approach. The management approach designates the internal organization
  that is used by management for making operating decisions and assessing performance
  as the source of the Company's reportable segments. SFAS No. 131 also requires
  disclosures about products and services, geographic areas and major customers.
  The adoption of SFAS No. 131 did not affect the Company's results of operations
  or financial position. See Note 17.

Going Concern 
  As shown in the accompanying financial statements, the Company had negative
  working capital of approximately $1,266,000 and an accumulated deficit incurred
  through December 31, 2003. The Company is currently putting technology in place
  which will, if successful, mitigate these factors which raise substantial doubt
  about the Companys ability to continue as a going concern. The financial
  statements do not include any adjustments relating to the recoverability and
  classification of recorded assets, or the amounts and classification of liabilities
  that might be necessary in the event the Company cannot continue in existence.

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

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

12

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 3  SHARE EXCHANGE AGREEMENT

On December 31, 2003, Essentially Yours Industries, Inc. completed
  a share exchange agreement with Safe ID Corporation (Safe ID) and changed
  its name to EYI Industries, Inc. Under the terms of the agreement, the Company
  issued 30,153,067 shares of its common stock to the shareholders of Safe ID.
  In relation to this agreement and plan of recapitalization, the Company authorized
  a 1 for 7.6754 exchange rate of the originally issued and outstanding Essentially
  Yours Industries, Inc. shares. All references in the accompanying financial
  statements and notes to the common shares and per share amounts have been restated
  to reflect the reverse stock split. The Company also approved an increase in
  the number of its authorized common stock shares to 534,278,000 when in the
  months prior to the finalization of this agreement, the registrant prior to
  the recapitalization sold approximately $550,000 of common stock and warrants
  as part of private placement. These stock sales were in anticipation of this
  agreement and recapitalization, and as such, are reflected as financing cash
  flows.

As Safe ID was a non-operating public company with limited
  assets, the substance of the transaction with Safe ID is a capital transaction,
  rather than a business combination. The transaction is equivalent to the issuance
  of stock by the Company for the net assets of Safe ID, accompanied by a recapitalization.
  The accounting is identical to that resulting from a reverse acquisition, except
  that no goodwill or other intangibles are recorded. The substantial asset of
  Safe ID that was acquired was approximately $32,500 in cash. The liabilities
  acquired by the Company under this agreement totaled approximately $11,800.

NOTE 4  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), another 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). 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.

13

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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.

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.

14

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 5  ACCOUNTS RECEIVABLE AND CREDIT RISK

Accounts receivable at December 31, 2003 and June 30, 2003
  consist primarily of amounts due from third parties for distribution services
  provided by Halo.

NOTE 6  PROPERTY AND EQUIPMENT

Capital assets are recorded at cost. Depreciation is calculated
  using the straight-line method over three to seven years. The following is a
  summary of property, equipment and accumulated depreciation at December 31,
  2003 and June 30, 2003.

|                       |   | December
      31, 2003 |  |   | June
      30, 2003 | 
|---------------------- | - | ----------------------- |  | - | ------------------- | 
|                       |   |                         |  |   | Accumulated         | 
|                       |   | Cost                    |  |   | Depreciation        | 
|Warehouse equipment    | $ | 223,927                 |  | $ | 175,353             | 
|Furniture and fixtures |   | 18,698                  |  |   | 15,453              | 
|Computer Equipment     |   |                         |  |   |                     | 
|& Software             |   | 115,392                 |  |   | 40,265              | 
|Office equipment       |   | 3,510                   |  |   | 2,909               | 
|Leasehold              |   |                         |  |   |                     | 
|improvements           |   | 32,523                  |  |   | 16,631              | 
|Total                  |   | 394,050                 |  | $ | 250,611             | 
|Less: accumulated      |   |                         |  |   |                     | 
|depreciation           |   | 250,611                 |  |   |                     | 
|Total property, plant  |   |                         |  |   |                     | 
|and equipment, net     | $ | 143,439                 |  |   |                     | 

Depreciation expense for the periods ended December 31, 2003
  and June 30, 2003 was $36,756 and $50,888, respectively.

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 its former holding
  Company pursuant to a transfer agreement, as well as from the Companys
  primary shareholder. See Notes 4 and 9.

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.

15

---

|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

The following is a summary of the intangible assets at December 31, 2003 and
  June 30, 2003:

|                            |   |        |  |   | Accumulated  |   |   | Net    | 
|--------------------------- | - | ------ |  | - | ------------ | - | - | ------ | 
|                            |   | Cost   |  |   | Amortization |   |   | Amount | 
|Balance, June 30, 2003      | $ | 21,601 |  | $ | (1,800       | ) | $ | 19,801 | 
|Activity in next six months |   | -      |  |   | -            |   |   | -      | 
|Balance, December 31, 2003  | $ | 21,601 |  | $ | (1,800       | ) | $ | 19,801 | 

NOTE 8  BANK INDEBTEDNESS

Bank indebtedness consists of checks written in excess of
  funds on deposit. The underlying bank is used as an imprest account with automatic
  transfers from the Companys general account as checks are presented.

NOTE 9  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 December 31, 2003 and June 30, 2003, the Company
  has not issued any preferred stock.

Common Stock 
  The Company is authorized to issue 537,278,000 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.

In its initial capitalization in June 2002, the Company issued
  23,026,200 shares of common stock for a total of $30,000 cash.

Pursuant to the merger agreement as discussed in Note 4, an
  additional 92,104,800 shares of common stock were issued to the shareholder
  of Essentially Yours Industries, Inc. The transaction was valued at $38,507,
  representing the basis of Essentially Yours Industries, Inc. in the assets,
  liabilities and subsidiaries that it contributed to Burrard Capital, Inc. At
  the completion of the merger, the Company changed its name from Burrard Capital,
  Inc. to Essentially Yours Industries, Inc.

16

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

In August, 2002, the Company sold, under a private placement
  offering, 5,400,043 shares of common stock at approximately $0.18 per share
  for a total of $994,122 in cash, net of private placement costs of $61,206.
  Of these 5,400,043 shares, 2,485,440 were purchased for $513,900, and were determined
  to be shares related to a minority interest, and were subsequently reclassified
  on the balance sheet as minority interest in subsidiary. Minority shareholders
  hold approximately a 1.64% interest in the Company at December 31, 2003.

On December 31, 2003, the Company completed an acquisition
  agreement with Safe ID, and at the completion of the merger, the Company changed
  its name from Essentially Yours Industries, Inc. to EYI Industries, Inc. In
  connection with this reverse merger, the Company issued 30,153,067 shares of
  its common stock and warrants to the shareholders of Safe ID. This acquisition
  was valued at $502,211. See Note 3 and 11. This transaction resulted in a discount
  on common stock of $53,398. See Note 10.

NOTE 10  DISCOUNT ON COMMON STOCK

On December 31, 2003, as a result of the share exchange agreement
  between Safe ID and Essentially Yours Industries, Inc., a discount on common
  stock was recorded in the amount of $53,598 to reflect the partial deficit in
  the par value of the stock received in the share exchange. This is the result
  of the recorded par value of the stock exceeding the original value of the assets
  exchanged. At the point in time when the Companys board of directors authorizes
  a resolution to do so, the Company will close the discount on common stock account
  to the additional paid-in capital account.

NOTE 11  COMMON STOCK WARRANTS

During the period ended December 31, 2003, in connection with
  the recapitalization and reverse merger acquisition, the Company issued warrants
  to purchase 2,751,746 shares of common stock with an exercise price of $0.20
  and term of two years. In accordance with Statement of Financial Accounting
  Standard No. 123, the fair value of the warrants was estimated using the Black
  Scholes Option Price Calculation. The following assumptions were made to value
  the warrants: share price at $0.11, risk free interest rate of 4%, expected
  life of 2 years, and expected volatility of 110% with no dividends expected
  to be paid. The Company recorded an expense for the value of the warrants based
  upon these Black Scholes assumptions of $0.03 per warrant, or $82,552.

|                | Number of |  | Weighted Average     |  | Average Exercise | 
|--------------- | --------- |  | -------------------- |  | ---------------- | 
|                | Warrants  |  | Remaining
      Life |  | Price            | 
|Outstanding and |           |  |                      |  |                  | 
|exercisable     | 2,751,746 |  | 2                    |  | $0.11            | 

17

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 12  INCOME TAXES

The significant components of the deferred tax asset at December
  31, 2003 and June 30, 2003 were as follows:

| |                                        |   | December 31, |   |   | June 30, |  
| | -------------------------------------- | - | ------------ | - | - | -------- | -
| |                                        |   | 2003         |   |   | 2003     |  
| | Deferred tax asset:                    |   |              |   |   |          |  
| | Net operating loss
      carryforward  | $ | 871,590      |   | $ | 531,855  |  
| | Less valuation allowance for tax asset |   | (871,590     | ) |   | (531,855 | )
| | Net deferred tax asset                 | $ | -            |   | $ | -        |  

At December 31, 2003 and June 30, 2003, the Company has net
  operating loss carryforwards of approximately $2,563,500 and $1,564,279, respectively,
  which expire in the years 2022 through 2023. The change in the allowance account
  from June 30, 2003 to December 31, 2003 was $339,735.

The Companys subsidiaries in Canada are required to
  file income tax returns in British Columbia, Canada. The losses from operations
  are allocated to both United States and Canadian operations.

NOTE 13  COMMITMENTS

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

Pursuant to the agreement, the Company is required to purchase
  the following amounts of product during the term of the agreement:

| | June 1, 2003  May 31, 2004 | $ | 7,000,000  | 
| | --------------------------- | - | ---------- | 
| | June 1, 2004  May 31, 2005 | $ | 20,000,000 | 
| | June 1, 2005  May 31, 2006 | $ | 50,000,000 | 
| | June 1, 2006  May 31, 2007 | $ | 50,000,000 | 

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

18

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

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

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

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

NOTE 14  CONTINGENCIES

Agency Appointment Agreement 
  As described in Note 4, the Company effectively acquired from EYI Corp. the
  various rights needed to continue the sales and marketing activity of EYI Corp.
  Both the transfer agreement and intellectual property license agreement were
  not negotiated between parties on an arms length basis. The agreements contain
  clauses that call for fair market value price adjustments payable to EYI Corp.
  should either of the parties by agreement, arbitration, tax assessment or through
  a third party action determine the consideration be less than fair market value.
  The value of the property transferred was based upon an outside professional
  valuation report and resulted in a reduction of accumulated dividends owed to
  Mr. Sargeant by EYI Corp. of $360,000, which became his basis in his stock in
  Essentially Yours Industries, Inc.. The assets transferred by EYI Corp. to Essentially
  Yours Industries, Inc.. were transferred based upon their original cost less
  accumulated depreciation and amortization in accordance with generally accepted
  accounting principles.

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.

19

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 15 - LOAN PAYABLE

The Company issued a promissory note, related to consulting
  fees, for a total of $27,500 on December 15, 2003. The note bears interest at
  the rate of 10% per annum, calculated daily from January 30, 2004 should the
  note not be repaid by that date. The note is currently in default and interest
  continues to accrue.

NOTE 16  CONCENTRATIONS

Bank Accounts 
  The Company maintains its cash accounts in a single commercial bank. During
  the year, the Company may maintain balances in excess of the federally insured
  amounts in the accounts that are maintained in the United States. The Company
  also maintains funds in commercial banks in Vancouver, British Columbia, in
  which funds in U.S. dollars are not insured. At December 31, 2003 and June 30,
  2003, a total of $1,675 and $5,000, respectively, was not insured.

Foreign Operations 
  The accompanying balance sheet includes assets of approximately $155,000 and
  $629,000 at December 31, 2003 and June 30, 2003, respectively, relating to the
  Companys operations in Canada. Although the country is considered politically
  and economically stable, it is always possible that unanticipated events in
  foreign countries could disrupt the Companys operations.

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

NOTE 17  SEGMENT REPORTING

The Company is organized into two reportable segments 
  EYI Industries, Inc. and Halo. The two segments have different strategic goals
  and are managed separately. EYI Industries, Inc., the first reportable segment,
  is a selling and marketing company. The second reportable segment, Halo, operating
  as a distribution center, derives approximately 90% of its activities from distributing
  products for the Company and its subsidiaries.

The following tables present information about the two segments
  for December 31, 2003 and June 30, 2003:

20

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

|                    |   | Six
      Months Ended December 31, 2003 |  
|------------------- | - | ---------------------------------------- | -
|                    |   | EYI
      Ind., Inc.                     |  
|                    |   |                                          |  
|External Revenue    | $ | 4,218,961                                |  
|Operating Loss      | $ | (855,762                                 | )
|Loss Before         |   |                                          |  
|Income Taxes        | $ | (900,601                                 | )
|Depreciation        | $ | 13,792                                   |  
|Interest Expense    | $ | 21,879                                   |  
|Identifiable Assets | $ | 547,334                                  |  
|General corporate   |   |                                          |  
|assets              |   |                                          |  
|Total assets        |   |                                          |  

|                    |   | Year
      Ended June 30, 2003 |  
|------------------- | - | ------------------------------ | -
|                    |   | EYI
      Ind., Inc.           |  
|                    |   |                                |  
|External Revenue    | $ | 14,306,684                     |  
|Operating Loss      | $ | (1,526,387                     | )
|Loss Before         |   |                                |  
|Income Taxes        | $ | (1,554,163                     | )
|Depreciation        | $ | 9,093                          |  
|Interest Expense    | $ | 11,272                         |  
|Identifiable Assets | $ | 584,655                        |  
|General corporate   |   |                                |  
|assets              |   |                                |  
|Total assets        |   |                                |  

The accounting policies for the two reportable segments are
  the same as those described in the summary of significant accounting policies.
  The Company allocates resources to and evaluates performance of its operating
  segments based on operating income.

21

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|EYI INDUSTRIES, INC.                      
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December
      31, 2003                   

NOTE 18  RELATED PARTY TRANSACTIONS

Information related to related party transactions regarding
  the reorganization can be found in Note 4. Related party information on intangibles
  is located in Note 7. Related party commitments are located in Note 13.

Accounts payable to related parties represents amounts due
  to the president and chief executive officer for services preformed during the
  last year. These payables are non-interest bearing and non-collateralized.

During the year, the Company purchased approximately 90% of
  its products for resale from one company, Nutri-Diem Inc., which is owned in
  part by a director of the Company. See Note 13 and 15.

From time to time, the Company receives funds from related
  parties in the form of loans. These are recorded as unsecured, non-interest
  bearing, short-term loans, payable upon demand. At December 31, 2003, there
  was one related party loan in the amount of $50,000.

NOTE 19 - SUBSEQUENT EVENTS

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

22

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ITEM 8.             CHANGES
  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE.

On January 15, 2004, SmytheRatcliffe resigned as our independent
  accountants. On January 15, 2004 our board of directors decided to engage Williams
  & Webster, P.S. to serve as our independent accountants and approved the
  change of independent accountants. Since October 2002, the firm of Williams
  & Webster has been the auditors of record for Essentially Yours Industries,
  Inc. ("EYI"), a Nevada company, which became our majority-owned subsidiary as
  a result of the Exchange on December 31, 2003.

The reports of SmytheRatcliffe on our consolidated financial
  statements for the past two fiscal years contained no adverse opinion or disclaimer
  of opinion, and, except for a "going concern" qualification, were not qualified
  or modified as to audit scope or accounting principles.

During our two most recent fiscal years, and the subsequent
  interim periods preceding SmytheRatcliffe's resignation, we had no disagreements
  with SmytheRatcliffe on any matter of accounting principles or practices, financial
  statement disclosure, or auditing scope or procedure, which disagreements, if
  not resolved to the satisfaction of SmytheRatcliffe, would have caused SmytheRatcliffe
  to make reference to the subject matter of the disagreement in connection with
  its reports on our financial statements for such years and interim periods.
  We believe that during our two most recent fiscal years and the subsequent interim
  periods preceding SmytheRatcliffe's resignation, there were no "reportable events,"
  as defined in Item 304(a)(1)(v) of Regulation S-K. We reported the change in
  accountants on Form 8-K on January 21, 2004. On January 22, 2004 we filed a
  Form 8-K/A containing a letter from SmytheRatcliffe, addressed to the SEC, stating
  that it agreed with the statements concerning SmytheRatcliffe in such Form 8-K.

ITEM 8A.            CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of December 31, 2003, being the date of our fiscal
  year end covered by this Annual Report. This evaluation was carried out under
  the supervision and with the participation of our Chief Executive Officer, Jay
  Sargeant and Chief Financial Officer, Rajesh Raniga. Based upon that evaluation,
  our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

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

During our fiscal year ended December 31, 2003, there were
  no changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

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

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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PART III

ITEM 9.             DIRECTORS,
  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE WITH SECTION
  16(A) OF THE EXCHANGE ACT.

The following tables set forth information regarding our current executive
  officers and directors:

|Name          | Age | Position with the Company                                                                     | Date First Elected or Appointed                                                                                              
|------------- | --- | --------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------
|Jay Sargeant  | 56  | President,
        Chief Executive Officer and Director                                       | Director, Chief
        Executive Officer and President since December 31, 2003                                              
|Dori ONeill  | 44  | Executive Vice-President,
        Treasurer, Chief Operations Officer, Secretary and Director | Executive Vice-President,
        Treasurer, Chief Operations Officer, Secretary and Director since December
        31, 2003
|Rajesh Raniga | 38  | Chief Financial
        Officer                                                               | Chief Financial
        Officer since December 31, 2003                                                                      
|Bruce Nants   | 53  | Director                                                                                      | Director since
        March 1, 2004                                                                                         

Set forth below is a brief description of the background and
  business experience of each of our executive officers and directors for the
  past five years:

Jay Sargeant. Mr. Sargeant has been our President,
  Chief Executive Officer and a member of our Board of Directors since December
  31, 2003. Mr. Sargeant graduated from Boston State College in 1979 with a Bachelors
  Degree in English Literature and Psychology. From 1995 until June 30, 2002,
  the date of our merger with Essentially Yours Industries, Inc., Mr. Sargeant
  was a director of Essentially Yours Industries, Corp. a Canadian Federal corporation
  and our Affiliate. Mr. Sargeant has resigned as a member of the Board of Directors
  of Essentially Yours Industries, Corp. to concentrate on our sales and marketing
  efforts. Mr. Sargeant was a founder of Essentially Yours Industries, Corp.

Dori ONeill. Mr. ONeill has been our Executive
  Vice President, Chief Operations Officer and a member of our Board of Directors
  since December 31, 2003. From 1997 to June 2002, Mr. ONeill served as
  a Vice President and a member of the Board of Directors of Essentially Yours
  Industries Corp., a Canadian Federal corporation and our Affiliate, from December
  2001 to June 2002. From 1994 through 1998 Mr. ONeill was a self-employed
  consultant.

Bruce Nants.Mr. Nants has been a member of our Board
  of Directors since March 1, 2004. Mr. Nants is an attorney and has practiced
  since 1978 as a sole practitioner.

Rajesh Raniga.Mr. Raniga has been our Chief Financial
  Officer since December 31, 2003. Mr. Raniga is a Certified General Accountant.
  From 1989 to present Mr. Raniga has practiced with Delves Freer Anderson Raniga
  Caine as a general partner. In his private practice, prior to joining us, he
  specialized in auditing publicly-listed companies as well as acquisitions and
  mergers. He has also sat on the Board of Directors and served as the Chief Financial
  Officer of Uniserve Communications Services Inc., an internet service provider
  listed on the TSX Venture Exchange in Canada.

Family Relationships

There is no family relationship between any of our officers
  or directors.

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Term of Office

Our directors hold office until the next annual meeting of
  the shareholders and until their successors have been elected and qualified.
  Our officers hold office until their death, or until they shall resign or have
  been removed from office.

Committees of the Board Of Directors

We presently do not have an audit committee, compensation
  committee, nominating committee, an executive committee of our board of directors,
  or any other committees. However, our board of directors is considering establish
  various committees during the current fiscal year.

Audit Committee Financial Expert

We have no financial expert. We believe the cost related to
  retaining a financial expert at this time is prohibitive.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, Corporate Controller and certain other finance
  executives, which is a "code of ethics" as defined by applicable rules of the
  SEC. Our Code of Ethics is attached to this Annual Report on Form 10-KSB. If
  we make any amendments to our Code of Ethics other than technical, administrative,
  or other non-substantive amendments, or grant any waivers, including implicit
  waivers, from a provision of our Code of Ethics to our chief executive officer,
  chief financial officer, or certain other finance executives, we will disclose
  the nature of the amendment or waiver, its effective date and to whom it applies
  in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
  ACT

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than ten percent of our
  equity securities, to file reports of ownership and changes in ownership with
  the Securities and Exchange Commission. Officers, directors and greater than
  ten percent shareholders are required by SEC regulation to furnish us with copies
  of all Section 16(a) forms they file. Based on our review of the copies of such
  forms received by us, we believe that during the fiscal year ended December
  31, 2003 all such filing requirements applicable to our officers and directors
  were complied with.

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ITEM 10.            EXECUTIVE
  COMPENSATION.

Summary Compensation Table

The following table sets forth information on the annual compensation
  for each of the last three years paid to our chief executive officer and those
  executive officers that earned in excess of $100,000 during the three most recently
  completed fiscal years:

|                         | AnnualCompensation                                                                        | Long TermCompensation     
|------------------------ | ----------------------------------------------------------------------------------------- | --------------------------
|Name                     | Title                                                                                     | Year                      
|Jay
      Sargeant(1)    | President,
      CEO and
      Director                                                   | 2003
      2002           
|Dori ONeill(2)          | Chief
      Operations
      Officer,
      Secretary,
      Treasurer
      and Director | 2003
      2002           
|Maurizio
      Forigo(3) | Former
      President
      and CEO                                                      | 2003
      2002
      2001

|(1) | Mr. Sargeant was appointed as our President
        and Chief Executive Officer on December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. ONeill was appointed as our
        Executive Vice-President, Chief Operations Officer, Secretary, Treasurer
        on December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Mr. Forigo resigned as our President
        and CEO on December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | We paid management consulting fees to
        Flaming Gorge, Inc. (FGI), a private company controlled by
        Mr. Sargeant, our President, CEO and director, for accounting, financial
        and administrative services provided to our company and our subsidiaries
        by Mr. Sargeant at the rate of $20,000 per month, on a month to month
        basis commencing November
        5, 2002. The agreement is for an initial five year term which is automatically
        renewable upon expiry of the five year period on a year to year basis.                                                                                                                                                                 
|(5) | We paid management consulting fees to
        O'Neill Enterprises Inc. (ONeill), a private company
        controlled by Mr. ONeill, our Executive Vice-President, COO, Secretary,
        Treasurer and director, for accounting, financial and administrative services
        provided to our company and our subsidiaries by Mr. ONeill at the
        rate of $15,000 per month, on a month to month basis commencing November
        5, 2002. The agreement is for an initial five year term which is automatically
        renewable upon expiry of the five year period on a year to year basis.
        Effective January 1, 2004, we increased the consulting fees payable to
        ONeill to $20,000 per month.

STOCK OPTION GRANTS

We did not grant any stock options to the executive officers
  or directors from inception through December 31, 2003.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors
  or employees during the financial year ended December 31, 2003.

OUTSTANDING STOCK OPTIONS

As at December 31, 2003 we do not have any stock options outstanding.

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COMPENSATION ARRANGEMENTS

Compensation of Directors

All of our directors receive reimbursement for out-of-pocket
  expenses for attending Board of Directors meetings. From time to time we may
  engage certain members of the Board of Directors to perform services on behalf
  of the Company and may compensate such persons for the performance of those
  services.

In November 2002, we entered into a consulting agreement with
  Flaming Gorge, Inc., a company controlled by Jay Sargeant, our President, Chief
  Executive Officer and a member of our Board of Directors. Pursuant to this agreement,
  we agreed to pay Flaming Gorge, Inc. $20,000 per month in consideration of management
  consulting services provided by Mr. Sargeant to us. The agreement automatically
  renews on a year-to-year basis at the end of the initial five (5) year term.

In November 2002, we entered into a consulting agreement with
  ONeill Enterprises, Inc., a company controlled by Dori ONeill, our
  Executive Vice President, Chief Operations Officer, Secretary, Treasurer and
  a member of our Board of Directors. Pursuant to the agreement, we agreed to
  pay $15,000 per month in consideration of management consulting services provided
  by Mr. ONeill to us. This agreement automatically renews on a year-to-year
  basis at the end of the initial five (5) year term. Effective January 1, 2004,
  we increased the consulting fees payable to ONeill Enterprises, Inc.,
  to $20,000 per month for management consulting services provided by Mr. ONeill
  to us.

Participation as IBAs

Several of our Officers and Directors or their family members
  may participate in our business as IBAs. The mother and daughter of our President
  and CEO, Jay Sargeant, are presently IBAs.

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans,
  or similar compensatory plans for our directors or executive officers.

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ITEM 11.            SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER
  MATTERS.

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of April 12,
  2004 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors,
  (iii) each of our named executive officers; and (iv) officers and directors
  as a group. Unless otherwise indicated, the shareholders listed possess sole
  voting and investment power with respect to the shares shown.

|Title of Class | Name and Address ofBeneficial Owner                                                | Amount and Nature ofBeneficial Ownership    | Percentage ofCommon Stock(1)
|-------------- | ---------------------------------------------------------------------------------- | ------------------------------------------- | ----------------------------
|Common Stock   | Jay Sargeant
      3324 Military Avenue
      Los Angeles, California              | 91,924,538
      Direct and Indirect(2)     | 61.6%                       
|Common Stock   | Dori ONeill
      6520 Walker Avenue
      Burnaby, British Columbia
      Canada | 7,368,384 shares
      Direct               | 4.93%                       
|Common Stock   | Bruce Nants
      1999 West Colonial Drive
      Suite 211
      Orlando, Florida  | 774,286 shares
      Direct                 | 0.5%                        
|Common Stock   | Rajesh Raniga
      13357-56 Avenue
      Surrey, British Columbia
      Canada    | 0 shares                                    | 0%                          
|Common Stock   | All Officers and Directors as a Group (4 persons)                                  | 100,067,208 shares
      Direct             | 67.05%                      
|Common Stock   | Barry Larose
      20080 84thAvenue
      Langley, British Columbia
      Canada   | 23,643,302 shares
      Direct              | 15.8%                       
|Common Stock   | Michel Grise
      1617 Des Mesauges
      St. Bruno, Quebec
      Canada          | 18,228,891 shares
      Direct and Indirect | 12.21%                      

|(1) | Under Rule 13d-3, a beneficial owner of a security
        includes any person who, directly or indirectly, through any contract,
        arrangement, understanding, relationship, or otherwise has or shares:
        (i) voting power, which includes the power to vote, or to direct the voting
        of shares; and (ii) investment power, which includes the power to dispose
        or direct the disposition of shares. Certain shares may be deemed to be
        beneficially owned by more than one person (if, for example, persons share
        the power to vote or the power to dispose of the shares). In addition,
        shares are deemed to be beneficially owned by a person if the person has
        the right to acquire the shares (for example, upon exercise of an option)
        within 60 days of the date as of which the information is provided. In
        computing the percentage ownership of any person, the amount of shares
        outstanding is deemed to include the amount of shares beneficially owned
        by such person (and only such person) by reason of these acquisition rights.
        As a result, the percentage of outstanding shares of any person as shown
        in this table does not necessarily reflect the persons actual ownership
        or voting power with respect to the number of shares of our common stock
        actually outstanding on April 12, 2004. As of April 12, 2004, there were
        149,224,447 shares of our common stock issued and outstanding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) | The shares are held as follows: (i) 50,000 shares
        are held by Northern Colorado, Inc., a company controlled by Mr. Sargeant;
        (ii) 65,477,302 shares are held in the Jay Sargeant Trust, of which Mr.
        Sargeant is the Trustee.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Sargeant has granted to the beneficiaries named in the
  trust the right to receive any cash distributions on the shares and has agreed
  to add to the trust corpus any stock dividends or shares granted in respect
  of, or in exchange for, the shares currently held in the trust. Mr. Sargeant
  retains the right to vote and dispose of the shares or amend the trust at any
  time; and (iii) 26,397,236 shares are held by Mr. Sargeant beneficially as a
  named beneficiary under the trust.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
  change in control in the future.

Securities Authorized for Issuance under Equity Compensation
  Plans

The following table sets forth certain information concerning
  all equity compensation plans previously approved by stockholders and all previous
  equity compensation plans not previously approved by stockholders, as of the
  most recently completed fiscal year. On February 17, 2004, our board of directors
  approved the Stock Compensation Program (the Plan). The Plan became
  effective on March 30, 2004. Under the Plan, options to purchase up to 25,000,000
  shares of our common stock may be granted to our employees, officers, directors,
  and eligible consultants of our company. The Plan provides that the option price
  be the fair market value of the stock at the date of grant as determined by
  the Board of Directors. Options granted become exercisable and expire as determined
  by the Board of Directors.

|EQUITY COMPENSATION PLAN INFORMATION AS AT DECEMBER 31, 2003    
|----------------------------------------------------------------
|Plan Category                                                   
|Equity Compensation Plans approved
      by security holders    
|Equity Compensation Plans not approved
      by security holders
|Total                                                           

Stock Compensation Program

On February 17, 2004, we established our Stock Compensation
  Program. The purpose of the Plan is to advance the interests of our company
  and our stockholders by strengthening our ability to obtain and retain the services
  of the types of employees, consultants, officers and directors who will contribute
  to our long term success and to provide incentives which are linked directly
  to increases in stock value which will inure to the benefit of all our stockholders.
  The Plan is administered by our Board of Directors or by a committee of two
  or more non-employee directors appointed by the Board of Directors (the "Administrator").
  Subject to the provisions of the Plan, the Administrator has full and final
  authority to grant the awards of stock options and to determine the terms and
  conditions of the awards and the number of shares to be issued pursuant thereto.
  Options granted under the Plan may be either "incentive stock options," which
  qualify for special tax treatment under the Internal Revenue Code of 1986, as
  amended, (the Code), nonqualified stock options or restricted shares.

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All of our employees and members of our Board of Directors
  are eligible to be granted options. Individuals who have rendered or are expected
  to render advisory or consulting services to us are also eligible to receive
  options. The maximum number of shares of our common stock with respect to which
  options or rights may be granted under the Plan to any participant is 25,000,000
  shares, subject to certain adjustments to prevent dilution.

The exact terms of the option granted are contained in an
  option agreement between us and the person to whom such option is granted. Eligible
  employees are not required to pay anything to receive options. The exercise
  price for incentive stock options must be no less than 85% of the fair market
  value of the common stock on the date of grant. The exercise price for nonqualified
  stock options is determined by the Administrator in its sole and complete discretion.
  An option holder may exercise options from time to time, subject to vesting.
  Options will vest immediately upon death or disability of a participant and
  upon certain change of control events.

The Administrator may amend the Plan at any time and in any
  manner, subject to the following: (1) no recipient of any award may, without
  his or her consent, be deprived thereof or of any of his or her rights thereunder
  or with respect thereto as a result of such amendment or termination; and (2)
  any outstanding incentive stock option that is modified, extended, renewed,
  or otherwise altered must be treated in accordance with Section 424(h) of the
  Code.

The Plan terminates on March 30, 2014 unless sooner terminated
  by action of the Board of Directors. All awards granted under the Plan expire
  ten years from the date of grant, or such shorter period as is determined by
  the Administrator. No option is exercisable by any person after such expiration.
  If an award expires, terminates or is canceled, the shares of our common stock
  not purchased thereunder may again be available for issuance under the Plan.

We filed a registration statement under the Securities Act
  of 1933, as amended, to register the 25,000,000 shares of our common stock reserved
  for issuance under the Plan on March 30, 2004.

ITEM 12.            CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as described below, none of the following parties has,
  since our date of incorporation, had any material interest, direct or indirect,
  in any transaction with us or in any presently proposed transaction that has
  or will materially affect us, other than noted in this section:

Any of our directors or officers;
    Any person proposed as a nominee for election as a director;
    Any person who beneficially owns, directly or indirectly, shares carrying
      more than 10% of the voting rights attached to our outstanding shares of
      common stock;
    Any of our promoters; and
    Any relative or spouse of any of the foregoing persons who has the same
      house as such person.


In November 2002, we entered into a consulting agreement with
  Flaming Gorge, Inc., a company controlled by Mr. Sargeant. Pursuant to this
  agreement, we agreed to pay Flaming Gorge, Inc. $20,000 per month in consideration
  of management consulting services provided by Mr. Sargeant to us. The agreement
  automatically renews on a year-to-year basis at the end of the initial five
  (5) year term.

In November 2002, we entered into a consulting agreement with
  ONeill Enterprises, Inc., a company controlled by Dori ONeill, our
  Executive Vice President, Chief Operations Officer, Secretary, Treasurer and
  a member of our Board of Directors. Pursuant to the agreement, we agreed to
  pay $15,000 per month in consideration of management consulting services provided
  by Mr. ONeill to us. This agreement automatically renews on a year-to-year
  basis at the end of the initial five (5) year term.

On May 27, 2002, pursuant to a Declaration of Trust and the
  revised First Amendment to Trust Agreement dated December 23, 2003, Jay Sargeant,
  our President, Chief Executive Officer and a member of our Board of Directors,
  agreed that in the event he becomes the owner of stock in EYI Nevada, and/or
  RGM

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International, Inc., a Nevada corporation, he will hold stock
  in trust for the below listed persons. As at December 23, 2003 Mr. Sargeant
  held 11,970,000 shares of common stock of EYI Nevada, allocated as follows:

|Name             | Number of Shares
|---------------- | ----------------
|Jay Sargeant     | 3,439,200       
|Barry LaRose     | 3,080,400       
|Michel Grise     | 2,240,400       
|Dori ONeill     | 960,000         
|Thomas Viccars   | 960,000         
|Kristan Sargeant | 480,000         
|Rena Davis       | 240,000         
|Donna Keay       | 180,000         
|Janet Carpenter  | 180,000         
|Shauna Browne    | 120,000         
|Harnek Chandi    | 90,000          

On December 31, 2003, we completed a share exchange with certain
  shareholders (the "EYI Shareholders") of EYI Nevada, pursuant to which we issued
  shares of our common stock to the EYI shareholders in exchange for the shares
  of EYI Nevada common stock held by them. Mr. Sargeant, our President, Chief
  Executive Officer and a member of our board of directors, held shares in EYI
  Nevada, and, based on the conversion ratio in the share exchange, Mr. Sargeant
  acquired 91,874,538 shares in the exchange. Prior to the exchange, Northern
  Colorado, Inc., a company in which Mr. Sargeant is a principal, already owned
  50,000 shares, all of which Mr. Sargeant may be deemed to be the beneficial
  owner. Following the exchange, the total number of shares of which Mr. Sargeant
  has beneficial ownership is 91,924,538. Of these shares, 65,477,302 shares are
  held in the Jay Sargeant Trust. Mr. Sargeant is the trustee of the trust, and
  he has retained the right to vote and dispose of the shares and to revoke or
  amend the trust at any time. Mr. Sargeant is also a named beneficiary of the
  Trust with respect to 26,397,236 shares.

Also, in connection with the Exchange we entered into the
  following transactions and agreements:

|1. | We offered to Michel Grise, an EYI Shareholder,
        357,143 shares of common stock and 357,143 warrants to purchase additional
        shares of common stock at a price of $0.20 per share in satisfaction of
        a loan from Mr. Grise to EYI Nevada in the aggregate principal amount
        of $50,000, plus interest. Mr. Grise accepted our offer, and the shares
        and warrants were issued to Mr. Grise on December 31, 2003; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | We entered into a Registration Rights
        Agreement on December 31, 2003 with the EYI Shareholders, pursuant to
        which EYI Shareholders were granted the right to request us to register
        up to 10% of the shares of our common stock issued to each EYI Shareholder
        upon the filing of any registration statements by us (other than registration
        statements on Form S-8 or Form S-4 or other limited purpose).      

During the year ended December 31, 2003, we purchased approximately
  70% of our products for resale from Nutri-Diem Inc., a company owned in part
  by a director of our company.

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ITEM 13.            EXHIBITS
  AND REPORTS ON FORM 8-K.

(a) Exhibits and Index of Exhibits

|ExhibitNumber | **Description of Exhibit**                                                                                                                                                                                                                                                            
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1           | Articles of Incorporation.(1)                                                                                                                                                                                                                                                         
|3.2           | Bylaws.(1)                                                                                                                                                                                                                                                                            
|10.1          | Transfer/Assignment, dated
        as of May 27, 2002, between Essentially Yours Industries, Inc., a Nevada
        corporation and Essentially Yours Industries, Corp., a Canadian Federal
        Company.(1)                                                                       
|10.2          | License of Intellectual Property,
        dated as of June 30, 2002, between Essentially Yours Industries, Inc.,
        a Nevada corporation and Essentially Yours Industries, Corp., a Canadian
        Federal Company.(1)                                                         
|10.3          | Agency Appointment Agreement,
        dated as of June 30, 2002, between Essentially Yours Industries, Inc.,
        a Nevada corporation and Essentially Yours Industries, Corp., a Canadian
        Federal Company.(1)                                                             
|10.4          | Management Agreement, dated
        as of June 30, 2002, between Essentially Yours Industries, Inc., a Nevada
        corporation and Essentially Yours Industries, Corp., a Canadian Federal
        Company.(1)                                                                     
|10.5          | Distribution and License Agreement,
        dated as of June 30, 2002, between Essentially Yours Industries, Inc.,
        a Nevada corporation and Nutri-Diem, Inc., a Canadian corporation incorporated
        pursuant to the laws of the Quebec Company Act.(1)                  
|10.6          | Declaration of Trust, dated
        as of May 27, 2002, between Jay Sargeant and twelve named trust beneficiaries.(1)                                                                                                                                                                 
|10.7          | Notice to Transfer Intellectual
        Property Rights, dated as of August 28, 2002 from Essentially Yours Industries,
        Inc., a Nevada corporation, to Essentially Yours Industries, Corp., a
        Canadian Federal Company, and its directors.(1)                         
|10.8          | Assignment/Transfer of Intellectual
        Property Rights, dated as of August 28, 2002, from Essentially Yours Industries,
        Inc., a Nevada corporation, to Essentially Yours Industries, Corp., a
        Canadian Federal Company.(1)                                       
|10.9          | Consulting Agreement, dated
        as of November 5, 2002, between Essentially Yours Industries, Inc., a
        Nevada corporation, and Flaming Gorge, Inc.(1)                                                                                                                      
|10.10         | Consulting Agreement, dated
        as of November 5, 2002, between Essentially Yours Industries, Inc., a
        Nevada corporation, and ONeill Enterprises, Inc.(1)                                                                                                                
|10.11         | Addendum to the Distribution
        and License Agreement dated as of November 7, 2002, between Essentially
        Yours Industries, Inc., a Nevada corporation and Nutri-Diem, Inc., a Canadian
        corporation incorporated pursuant to the laws of the Quebec Company Act.(1)
|10.12         | Form of Lock-up Agreement.(1)                                                                                                                                                                                                                                                         
|10.13         | Form of Subscription Documents.(1)                                                                                                                                                                                                                                                    

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|10.14 | Form of IBA Application.(1)                                                                                                                                                                                                                                                    
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15 | Transfer/Assignment, dated as of May 27, 2002, between Essentially
      Yours Industries, Inc., a Nevada corporation and Essentially Yours Industries,
      Corp., a Canadian Federal Company.(1)                                                                            
|10.16 | Merger Agreement and Plan of Reorganization, dated as of
      June 30, 2002, between and among Burrard Capital, Inc., a Nevada corporation;
      Essentially Yours Industries, Inc., a Nevada corporation; and Jay Sargeant.(1)                                              
|10.17 | Share Exchange Agreement, dated November 4, 2002, by and
      among Safe ID Corporation, a Nevada corporation, Essentially Yours Industries,
      Inc., a Nevada corporation, the undersigned directors of Safe ID, and Jay
      Sargeant.(2)                               
|10.18 | First Amendment to Trust Agreement
      dated December 23, 2003, between Jay Sargeant and twelve named trust beneficiaries,
      revising the terms of the Declaration of Trust dated as of May 27, 2002,
      between Jay Sargeant and twelve named trust beneficiaries.(4)
|10.19 | Registration Rights Agreement, dated December 31, 2003, by
      and among Safe ID Corporation, A Nevada corporation, and certain shareholders
      of EYI Industries, Inc., A Nevada corporation.(2)                                                                         
|10.19 | Stock Compensation Program(3)                                                                                                                                                                                                                                                  
|14.1  | Code of Ethics(4)                                                                                                                                                                                                                                                              
|21.1  | List of Subsidiaries(4)                                                                                                                                                                                                                                                        
|31.1  | Certification of Chief Executive
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)                                                                                                                                                                   
|31.2  | Certification of Chief Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)                                                                                                                                                                   
|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(4)                                                                                                               
|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(4)                                                                                                               

|(1) | Filed as an exhibit to the Registration
        Statement on Form SB-2 of Essentially Yours Industries, Inc, filed with
        the SEC on November 12, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Current Report
        on Form 8-K, filed with the SEC on January 8, 2004.                                                        
|(3) | Filed as an exhibit to our Registration
        Statement on Form S-8, filed with the SEC on March 30, 2004.                                                 
|(4) | Filed as an exhibit to this Annual Report
        on Form 10-KSB.                                                                                            

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(b) Reports on Form 8-K.

No Current Reports on Form 8-K were filed during the last
  quarter of our fiscal year ended December 31, 2003. Since December 31, 2003
  we filed the following Current Reports on Form 8-K:

|Date of Form 8-K or 8-K/A | Date of Filing with the SEC | Description of the Form 8-K                                                                                                                         
|------------------------- | --------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|February 26, 2004         | February 26, 2004           | Updating and supplementing information
        contained in the Form 8-K/A filed on January 21, 2004 with respect to
        the change of auditors.
|January 22, 2004          | January 22, 2004            | Response letter of SmytheRatcliffe                                                                                                                  
|January 21, 2004          | January 21, 2004            | Disclosure of change of auditors from
        SmytheRatcliffe to Williams & Webster, P.S.                                                           
|January 7, 2004           | January 8, 2004             | Disclosure of closing of Share Exchange
        Agreement with EYI Industries, Inc. and change of control.                                          

ITEM 14.            PRINCIPAL
  ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the six months ended December
  31, 2003 and the year ended June 30, 2003 for professional services rendered
  by the principal accountant for the audit of our annual financial statements
  and review of the financial statements included our Quarterly Reports on Form
  10-QSB and services that are normally provided by the accountant in connection
  with statutory and regulatory filings or engagements for these fiscal periods
  were as follows:

|                   | Period Ended December 31, 2003 | Year Ended June 30, 2003
|------------------ | ------------------------------ | ------------------------
|Audit Related Fees | $56,710                        | $64,609                 
|Tax Fees           | $2,150                         | $1,020                  
|All Other Fees     | $1,000                         | $2,420                  
|Total              | $59,860                        | $68,147                 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant 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: April 14, 2004               

In accordance with the Exchange Act, this report has been
  signed below by the following persons on behalf of the registrant and in the
  capacities and on the dates indicated.

|By: |                                     | 
|--- | ----------------------------------- | 
|    | /s/ Jay Sargeant                    | 
|    | Jay Sargeant                        | 
|    | President, Chief Executive Officer, | 
|    | and Director                        | 
|    | (Principal Executive Officer)       | 
|    | Date: April 14, 2004                | 
|    |                                     | 
|By: |                                     | 
|    | /s/ Rajesh Raniga                   | 
|    | Rajesh Raniga                       | 
|    | Chief Financial Officer             | 
|    | (Principal Accounting Officer)      | 
|    | Date: April 14, 2004                | 
|    |                                     | 
|    |                                     | 
|By: |                                     | 
|    | /s/ Dori ONeill                    | 
|    | Dori ONeill                        | 
|    | Chief Operating Officer, Treasurer, | 
|    | Secretary and Director              | 
|    | Date: April 14, 2004                | 

---