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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 33-20323



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Royal BodyCare, Inc.

(Exact name of registrant as specified in its charter)



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|                         |  |                      
|------------------------ |  | ---------------------
|Nevada                   |  | 91-2015186           
|(State of Incorporation) |  | (IRS Employer ID No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|2301 Crown Court, Irving, Texas          |  | 75038     
|(Address of principal executive offices) |  | (Zip code)



Registrants
telephone number, including area code: 972-893-4000



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Act of
1934 during the past 12 months and (2) has been subject to such filing requirements for the past 90 days.    x  YES ̈NO



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). ̈YES    x  NO



Number of shares of common stock, par value $0.001, outstanding at November 1, 2004: 20,056,294



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##### Table of Contents

TABLE OF CONTENTS



|                               |  |         |  |                                                                                                                   |  |            
|------------------------------ |  | ------- |  | ----------------------------------------------------------------------------------------------------------------- |  | -----------
|                               |  |         |  |                                                                                                                   |  | Page Number
|PART I  FINANCIAL INFORMATION |  |        
|                               |  |         | 
|                               |  | Item 1. |  | Financial Statements                                                                                              |  |            
|                               |  |         |  | Condensed Consolidated Balance Sheets as of September 30, 2004 (unaudited) and December 31, 2003                  |  | 3          
|                               |  |         |  | Condensed Consolidated Statements of Operations for the quarters ended September 30, 2004 and 2003 (unaudited)    |  | 4          
|                               |  |         |  | Condensed Consolidated Statements of Operations for the nine months ended September 30, 2004 and 2003 (unaudited) |  | 5          
|                               |  |         |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (unaudited) |  | 6          
|                               |  |         |  | Notes to Condensed Consolidated Financial Statements                                                              |  | 7          
|                               |  |         | 
|                               |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 18         
|                               |  | Item 3. |  | Quantitative and Qualitative Disclosure about Market Risk                                                         |  | 26         
|                               |  | Item 4. |  | Controls and Procedures                                                                                           |  | 26         
|                               | 
|PART II 
OTHER INFORMATION    |  |        
|                               |  |         | 
|                               |  | Item 1. |  | Legal Proceedings                                                                                                 |  | 27         
|                               |  | Item 2. |  | Changes in Securities                                                                                             |  | 27         
|                               |  | Item 3. |  | Defaults Upon Senior Securities                                                                                   |  | 27         
|                               |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                               |  | 27         
|                               |  | Item 5. |  | Other Information                                                                                                 |  | 27         
|                               |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                  |  | 27         
|                               |  |        
|Signatures                     |  |         |  | 28                                                                                                               
|                               | 
|Exhibit Index                  |  | 29     





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##### Table of Contents

Item 1. FINANCIAL STATEMENTS



ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                                |  | September 30, 2004 |            |   | December 31,2003 |  
|                                                                                                                                                                                |  | (unaudited)        |            |   |                  |  
|ASSETS                                                                                                                                                                          |  |                    |            |   |                  |   |            |  
|Current assets:                                                                                                                                                                 |  |                    |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                                                                       |  | $                  | 641,116    |   |                  | $ | 501,757    |  
|Accounts receivable                                                                                                                                                             |  |                    | 190,953    |   |                  |   | 169,780    |  
|Inventories                                                                                                                                                                     |  |                    | 2,691,298  |   |                  |   | 2,349,657  |  
|Deferred income tax assets                                                                                                                                                      |  |                    | 21,928     |   |                  |   | 21,462     |  
|Prepaid expenses and other                                                                                                                                                      |  |                    | 350,598    |   |                  |   | 164,055    |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|Total current assets                                                                                                                                                            |  |                    | 3,895,893  |   |                  |   | 3,206,711  |  
|                                                                                                                                                                                |  |                   
|Property & equipment, net                                                                                                                                                       |  |                    | 4,555,229  |   |                  |   | 4,875,812  |  
|                                                                                                                                                                                |  |                   
|Goodwill, net                                                                                                                                                                   |  |                    | 2,095,054  |   |                  |   | 2,095,054  |  
|                                                                                                                                                                                |  |                   
|Intangible assets, net                                                                                                                                                          |  |                    | 289,588    |   |                  |   | 321,393    |  
|                                                                                                                                                                                |  |                   
|Other assets                                                                                                                                                                    |  |                    | 153,941    |   |                  |   | 144,995    |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|                                                                                                                                                                                |  | $                  | 10,989,705 |   |                  | $ | 10,643,965 |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |  |                    |            |   |                  |   |            |  
|Current liabilities:                                                                                                                                                            |  |                    |            |   |                  |   |            |  
|Accounts payable, trade                                                                                                                                                         |  | $                  | 1,066,033  |   |                  | $ | 853,060    |  
|Accrued liabilities                                                                                                                                                             |  |                    | 2,577,651  |   |                  |   | 2,446,153  |  
|Current maturities of long-term debt                                                                                                                                            |  |                    | 389,553    |   |                  |   | 580,058    |  
|Lines of credit                                                                                                                                                                 |  |                    | 126,639    |   |                  |   | 129,968    |  
|Liabilities of discontinued operations                                                                                                                                          |  |                    |           |   |                  |   | 11,683     |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|Total current liabilities                                                                                                                                                       |  |                    | 4,159,876  |   |                  |   | 4,020,922  |  
|                                                                                                                                                                                |  |                   
|Long term debt, less current maturities                                                                                                                                         |  |                    | 2,823,803  |   |                  |   | 2,878,192  |  
|                                                                                                                                                                                |  |                   
|Shareholders equity:                                                                                                                                                           |  |                    |            |   |                  |   |            |  
|Common stock, $0.001 par value; 50,000,000 shares authorized; 20,056,294 and 19,956,294 shares issued and outstanding at September 30, 2004
and December 31, 2003, respectively |  |                    | 20,056     |   |                  |   | 19,956     |  
|Additional paid-in capital                                                                                                                                                      |  |                    | 12,789,978 |   |                  |   | 12,775,578 |  
|Accumulated deficit                                                                                                                                                             |  |                    | (8,737,090 | ) |                  |   | (8,977,687 | )
|Accumulated other comprehensive loss                                                                                                                                            |  |                    | (66,918    | ) |                  |   | (72,996    | )
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|                                                                                                                                                                                |  |                    | 4,006,026  |   |                  |   | 3,744,851  |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  
|                                                                                                                                                                                |  | $                  | 10,989,705 |   |                  | $ | 10,643,965 |  
|                                                                                                                                                                                |  |                    |            |   |                  |   |            |  



See notes to condensed consolidated
financial statements.



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##### Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)





|                                                   |  |                                     |            |   |                     |   |            |  
|-------------------------------------------------- |  | ----------------------------------- | ---------- | - | ------------------- | - | ---------- | -
|                                                   |  | For the Quarter Ended September 30, |           
|                                                   |  | 2004                                |            |   | 2003                |  
|                                                   |  |                                     |            |   | (Restated  Note C) |  
|Sales                                              |  | $                                   | 4,257,738  |   |                     | $ | 5,207,449  |  
|                                                   |  |                                    
|Cost of sales                                      |  |                                     | 1,388,812  |   |                     |   | 1,835,474  |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Gross profit                                       |  |                                     | 2,868,926  |   |                     |   | 3,371,975  |  
|                                                   |  |                                    
|Operating expenses                                 |  |                                     |            |   |                     |   |            |  
|Distributor commissions                            |  |                                     | 1,030,738  |   |                     |   | 1,388,743  |  
|General and administrative                         |  |                                     | 1,657,251  |   |                     |   | 1,787,495  |  
|Depreciation and amortization                      |  |                                     | 144,911    |   |                     |   | 160,555    |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Total operating expenses                           |  |                                     | 2,832,900  |   |                     |   | 3,336,793  |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Operating profit                                   |  |                                     | 36,026     |   |                     |   | 35,182     |  
|                                                   |  |                                    
|Interest expense                                   |  |                                     | 64,501     |   |                     |   | 71,649     |  
|Other income                                       |  |                                     | (46,675    | ) |                     |   | (30,490    | )
|                                                   |  |                                     |            |   |                     |   |            |  
|                                                   |  |                                     | 17,826     |   |                     |   | 41,159     |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Earnings (loss) before income taxes                |  |                                     | 18,200     |   |                     |   | (5,977     | )
|                                                   |  |                                    
|Provision for income taxes                         |  |                                     |           |   |                     |   |           |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Net earnings (loss)                                |  | $                                   | 18,200     |   |                     | $ | (5,977     | )
|                                                   |  |                                     |            |   |                     |   |            |  
|Basic earnings (loss) per share                    |  |                                     |            |   |                     |   |            |  
|                                                   |  |                                    
|Basic earnings (loss) per share                    |  | $                                   | 0.00       |   |                     | $ | (0.00      | )
|                                                   |  |                                     |            |   |                     |   |            |  
|Basic weighted average common shares outstanding   |  |                                     | 20,056,294 |   |                     |   | 19,956,294 |  
|                                                   |  |                                     |            |   |                     |   |            |  
|Diluted earnings (loss) per share                  |  |                                     |            |   |                     |   |            |  
|Diluted earnings (loss) per share                  |  | $                                   | 0.00       |   |                     | $ | (0.00      | )
|                                                   |  |                                     |            |   |                     |   |            |  
|Diluted weighted average common shares outstanding |  |                                     | 20,478,345 |   |                     |   | 19,956,294 |  
|                                                   |  |                                     |            |   |                     |   |            |  



See notes to condensed consolidated
financial statements.



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##### Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                               |  |                                        |            |   |                    |   |            |  
|-------------------------------------------------------------- |  | -------------------------------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                               |  | For the Nine Months EndedSeptember 30, |           
|                                                               |  | 2004                                   |            |   | 2003               |  
|                                                               |  |                                        |            |   | (Restated Note C) |  
|Sales                                                          |  | $                                      | 13,647,287 |   |                    | $ | 14,778,145 |  
|                                                               |  |                                       
|Cost of sales                                                  |  |                                        | 4,478,903  |   |                    |   | 4,379,546  |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Gross profit                                                   |  |                                        | 9,168,384  |   |                    |   | 10,398,599 |  
|                                                               |  |                                       
|Operating expenses                                             |  |                                        |            |   |                    |   |            |  
|Distributor commissions                                        |  |                                        | 3,352,159  |   |                    |   | 4,468,393  |  
|General and administrative                                     |  |                                        | 5,067,323  |   |                    |   | 5,454,811  |  
|Depreciation and amortization                                  |  |                                        | 435,216    |   |                    |   | 479,778    |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Total operating expenses                                       |  |                                        | 8,854,698  |   |                    |   | 10,402,982 |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Operating profit (loss)                                        |  |                                        | 313,686    |   |                    |   | (4,383     | )
|                                                               |  |                                       
|Interest expense                                               |  |                                        | 198,168    |   |                    |   | 232,108    |  
|Other income                                                   |  |                                        | (125,079   | ) |                    |   | (83,139    | )
|                                                               |  |                                        |            |   |                    |   |            |  
|                                                               |  |                                        | 73,089     |   |                    |   | 148,969    |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Earnings (loss) from continuing operations before income taxes |  |                                        | 240,597    |   |                    |   | (153,352   | )
|                                                               |  |                                       
|Provision for income taxes                                     |  |                                        |           |   |                    |   |           |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Earnings (loss) from continuing operations                     |  |                                        | 240,597    |   |                    |   | (153,352   | )
|                                                               |  |                                       
|Earnings from discontinued operations                          |  |                                        |           |   |                    |   | 113,348    |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Net earnings (loss)                                            |  | $                                      | 240,597    |   |                    | $ | (40,004    | )
|                                                               |  |                                        |            |   |                    |   |            |  
|Basic earnings (loss) per share                                |  |                                        |            |   |                    |   |            |  
|                                                               |  |                                       
|Earnings (loss) from continuing operations                     |  | $                                      | 0.01       |   |                    | $ | (0.01      | )
|Earnings from discontinued operations                          |  |                                        |           |   |                    |   | 0.01       |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Basic earnings (loss) per share                                |  | $                                      | 0.01       |   |                    | $ | (0.00      | )
|                                                               |  |                                        |            |   |                    |   |            |  
|Basic weighted average common shares outstanding               |  |                                        | 20,000,738 |   |                    |   | 18,178,516 |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Diluted earnings (loss) per share                              |  |                                        |            |   |                    |   |            |  
|Earnings (loss) from continuing operations                     |  | $                                      | 0.01       |   |                    | $ | (0.01      | )
|Earnings from discontinued operations                          |  |                                        |           |   |                    |   | 0.01       |  
|                                                               |  |                                        |            |   |                    |   |            |  
|Diluted earnings (loss) per share                              |  | $                                      | 0.01       |   |                    | $ | (0.00      | )
|                                                               |  |                                        |            |   |                    |   |            |  
|Diluted weighted average common shares outstanding             |  |                                        | 21,109,088 |   |                    |   | 18,178,516 |  
|                                                               |  |                                        |            |   |                    |   |            |  



See notes to condensed consolidated
financial statements.



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##### Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                              |  |                                         |          |   |                    |   |          |  
|----------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | ------------------ | - | -------- | -
|                                                                              |  | For the Nine Months Ended September 30, |         
|                                                                              |  | 2004                                    |          |   | 2003               |  
|                                                                              |  |                                         |          |   | (Restated Note C) |  
|Cash flows from operating activities:                                         |  |                                         |          |   |                    |   |          |  
|Net earnings (loss)                                                           |  | $                                       | 240,597  |   |                    | $ | (40,004  | )
|Less earnings from discontinued operations                                    |  |                                         |         |   |                    |   | 113,348  |  
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net earnings (loss) from continuing operations                                |  |                                         | 240,597  |   |                    |   | (153,352 | )
|Adjustment for non-cash items:                                                |  |                                         |          |   |                    |   |          |  
|Depreciation and amortization                                                 |  |                                         | 442,472  |   |                    |   | 485,727  |  
|Change in operating assets and liabilities                                    |  |                                         |          |   |                    |   |          |  
|Accounts receivable                                                           |  |                                         | (21,227  | ) |                    |   | 60,156   |  
|Inventories                                                                   |  |                                         | (334,762 | ) |                    |   | (459,504 | )
|Prepaid expenses and other                                                    |  |                                         | (187,837 | ) |                    |   | (119,725 | )
|Other assets                                                                  |  |                                         | (8,769   | ) |                    |   | (5,526   | )
|Accounts payable and accrued liabilities                                      |  |                                         | 340,588  |   |                    |   | 444,056  |  
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net cash provided by operating activities                                     |  |                                         | 471,062  |   |                    |   | 251,832  |  
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net cash flows from investing activities  purchase of property and equipment |  |                                         | (89,147  | ) |                    |   | (30,809  | )
|                                                                              |  |                                         |          |   |                    |   |          |  
|Cash flows from financing activities:                                         |  |                                         |          |   |                    |   |          |  
|Proceeds from the exercise of stock option                                    |  |                                         | 14,500   |   |                    |   |         |  
|Proceeds from the sale of common stock                                        |  |                                         |         |   |                    |   | 600,000  |  
|Net payments of lines of credit                                               |  |                                         | (3,329   | ) |                    |   | (126,697 | )
|Proceeds from borrowing                                                       |  |                                         | 224,263  |   |                    |   |         |  
|Payments of long term debt                                                    |  |                                         | (469,157 | ) |                    |   | (475,908 | )
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net cash used by financing activities of continuing operations                |  |                                         | (233,723 | ) |                    |   | (2,605   | )
|Net cash used by discontinued operations                                      |  |                                         | (11,683  | ) |                    |   | (230,440 | )
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net cash used by financing activities                                         |  |                                         | (245,406 | ) |                    |   | (233,045 | )
|                                                                              |  |                                         |          |   |                    |   |          |  
|Effect of exchange rate changes on cash flows                                 |  |                                         | 2,850    |   |                    |   | (1,158   | )
|                                                                              |  |                                         |          |   |                    |   |          |  
|Net increase (decrease) in cash and cash equivalents                          |  |                                         | 139,359  |   |                    |   | (13,180  | )
|                                                                              |  |                                        
|Cash and cash equivalents, beginning of period                                |  |                                         | 501,757  |   |                    |   | 626,933  |  
|                                                                              |  |                                         |          |   |                    |   |          |  
|Cash and cash equivalents, end of period                                      |  | $                                       | 641,116  |   |                    | $ | 613,753  |  
|                                                                              |  |                                         |          |   |                    |   |          |  



See notes to condensed consolidated
financial statements.



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##### Table of Contents

ROYAL BODYCARE, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note A
 Unaudited Condensed Consolidated Financial Statements:



The
accompanying unaudited condensed consolidated financial statements of Royal BodyCare, Inc. (RBC or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly, certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and
disclosures are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the summary of significant
accounting policies and notes to the financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003, and the Companys reports on Form 10-Q for the quarterly periods ended March 31, 2004 and
June 30, 2004.



In the opinion of management, all adjustments (consisting
solely of normal recurring accruals) considered necessary for a fair presentation of the Companys results for the interim periods have been included. The Condensed Consolidated Balance Sheet as of December 31, 2003 was derived from the
Companys audited financial statements included in the Companys Form 10-K for the year ended December 31, 2003. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.



Note B  Nature of Operations and Organization:



RBC is principally engaged in the marketing of nutritional supplements and personal care
products in the United States, Canada and Japan. The Companys products are marketed through a network marketing system in which distributors, who are independent contractors, purchase products for resale to retail customers or for personal
use.



RBC has also entered into arrangements by which it has licensed the
exclusive rights to sell its nutritional supplements and personal care products through third party licensees in certain international countries. RBC has entered into four such arrangements to market its products. Under these arrangements,
distributors in these countries are compensated by the third party licensees according to the same or a similar compensation plan as the one used by RBC for its independent distributors in the United States, Canada and Japan.



Through its wholly-owned subsidiary, MPM Medical, Inc., a Texas corporation (MPM
Medical), the Company also distributes wound care and oncology products in the United States under the MPM Medical trade name. The wound care products are distributed directly to hospitals, nursing homes and home health care agencies through
medical/surgical supply dealers. The oncology products are distributed to hospitals, cancer treatment clinics and pharmacies through pharmaceutical distributors.



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##### Table of Contents

Discontinued Operations



In December 2000, RBC created a new subsidiary named BizAdigm, Inc. (BizAdigm) to offer various internet products through a network of independent
distributors similar in approach to the marketing of RBCs nutritional and personal care products. Due to low sales volume, RBC discontinued the operations of BizAdigm during the second quarter of 2002. Consequently, the operating results of
BizAdigm are classified as discontinued operations. Liabilities of BizAdigm are included in Liabilities of Discontinued Operations at December 31, 2003. Liabilities of discontinued operations represent the remaining obligations under
certain capital lease arrangements that matured during the first quarter of 2004.



Earnings from discontinued operations in the quarter and nine months ended September 30, 2003, resulted from the settlement of a $241,000 obligation of BizAdigm prior to its maturity date for less than the contractual amount. This
obligation was settled in April 2003 for a cash payment of $125,000 and the issuance of a five-year option to purchase 25,000 shares of the Companys common stock at an exercise price of $0.10 per share, which was the market price of the stock
and also the fair value of the stock option at the time this obligation was settled.



Note C  Restatement of Financial Statements:



In
connection with the preparation of the Companys financial statements for fiscal 2003, the audit committee requested that management and the Companys independent registered accountants review the revenue recognition policy with regard to
the Companys licensee in the former Soviet Union, Coral Club International, Inc. (CCI). Until September 2002, sales were recorded when products were shipped to CCI. In September 2002, the Company and CCI reached an agreement that
provided the Company would store products for CCI in its warehouse and then ship them at a later date to locations designated by CCI in accordance with its business needs. As part of this agreement, CCI agreed to accept ownership of and pay for the
products as they were segregated in the Companys warehouse for CCIs account. Upon entering into this agreement, the Company began to recognize sales to CCI at the time products were billed and segregated in the Companys warehouse
for CCIs account.



After reviewing this policy in light of authoritative
accounting literature, management, in consultation with the Companys independent registered accountants, concluded that sales should have been recognized at the time products were shipped rather than when such products were segregated in the
Companys warehouse for CCIs account. As a result, the Company restated its previously reported audited financial statements for the year ended December 31, 2002, and the unaudited results for the quarters ended September 30, 2003, June
30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002.



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##### Table of Contents

A summary of the significant effects of the restatement on the quarter and nine months ended September 30, 2003 is set
forth below:



|                                                                 |  |                                  |            |   |                                      |   |            |                        |  |   |             |   |  |   |            |  
|---------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------------ | - | ---------- | ---------------------- |  | - | ----------- | - |  | - | ---------- | -
|                                                                 |  | Quarter ended September 30, 2003 |            |   | Nine months ended September 30, 2003 |  
|                                                                 |  | As Previously Reported           |            |   | As Restated                          |   |            | As Previously Reported |  |   | As Restated |  
|                                                                 |  | (unaudited)                      |            |   | (unaudited)                          |   |            | (unaudited)            |  |   | (unaudited) |  
|Consolidated statements of operations data for the period ended: |  |                                  |            |   |                                      |   |            |                        |  |   |             |   |  |   |            |  
|Sales                                                            |  | $                                | 5,877,068  |   |                                      | $ | 5,207,449  |                        |  | $ | 15,388,796  |   |  | $ | 14,778,145 |  
|Cost of sales                                                    |  |                                  | 2,238,576  |   |                                      |   | 1,835,474  |                        |  |   | 4,802,669   |   |  |   | 4,379,546  |  
|Gross profit                                                     |  |                                  | 3,638,492  |   |                                      |   | 3,371,975  |                        |  |   | 10,586,127  |   |  |   | 10,398,599 |  
|Operating profit (loss)                                          |  |                                  | 301,699    |   |                                      |   | 35,182     |                        |  |   | 183,145     |   |  |   | (4,383     | )
|Earnings (loss) from continuing operations                       |  |                                  | 260,540    |   |                                      |   | (5,977     | )                      |  |   | 34,176      |   |  |   | (153,352   | )
|Net earnings (loss)                                              |  |                                  | 260,540    |   |                                      |   | (5,977     | )                      |  |   | 147,524     |   |  |   | (40,004    | )
|Net earnings (loss) per share  basic and diluted                |  |                                  | 0.01       |   |                                      |   | (0.00      | )                      |  |   | 0.01        |   |  |   | (0.00      | )
|                                                                 |  |                                  |            |  
|Consolidated balance sheet data as of:                           |  |                                  |            |   |                                      |   |            |                        |  |   |             |   |  |   |            |  
|Inventories                                                      |  |                                  | 1,891,653  |   |                                      |   | 2,522,131  |                        |  |   | 1,891,653   |   |  |   | 2,522,131  |  
|Total current assets                                             |  |                                  | 2,853,166  |   |                                      |   | 3,483,644  |                        |  |   | 2,853,166   |   |  |   | 3,483,644  |  
|Total assets                                                     |  |                                  | 10,647,961 |   |                                      |   | 11,278,439 |                        |  |   | 10,647,961  |   |  |   | 11,278,439 |  
|Accrued liabilities                                              |  |                                  | 1,800,163  |   |                                      |   | 2,771,086  |                        |  |   | 1,800,163   |   |  |   | 2,771,086  |  
|Total current liabilities                                        |  |                                  | 3,548,276  |   |                                      |   | 4,519,199  |                        |  |   | 3,548,276   |   |  |   | 4,519,199  |  
|Accumulated deficit                                              |  |                                  | (8,571,927 | ) |                                      |   | (8,912,372 | )                      |  |   | (8,571,927  | ) |  |   | (8,912,372 | )
|Shareholders equity                                             |  |                                  | 4,155,366  |   |                                      |   | 3,814,921  |                        |  |   | 4,155,366   |   |  |   | 3,814,921  |  



Note D  Inventories:



Inventories at September 30, 2004 and December 31, 2003 consist of the
following:



|                                |  |                    |           |                   |   |          
|------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                |  | September 30, 2004 |           | December 31, 2003
|Raw materials and bulk products |  | $                  | 678,420   |                   | $ | 383,649  
|Packaging Materials             |  |                    | 398,480   |                   |   | 370,667  
|Finished goods                  |  |                    | 1,614,398 |                   |   | 1,595,341
|                                |  |                    |           |                   |   |          
|                                |  | $                  | 2,691,298 |                   | $ | 2,349,657
|                                |  |                    |           |                   |   |          



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Note E  Property and Equipment:



Property and equipment at September 30, 2004 and December 31, 2003 consists of the following:



|                                       |  |                    |           |                   |   |          
|-------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                       |  | September 30, 2004 |           | December 31, 2003
|Building and improvements              |  | $                  | 2,758,983 |                   | $ | 2,729,984
|Computer software and office equipment |  |                    | 2,927,546 |                   |   | 2,901,555
|Warehouse equipment                    |  |                    | 267,611   |                   |   | 227,075  
|Automotive equipment                   |  |                    | 55,392    |                   |   | 55,392   
|Leasehold improvements                 |  |                    | 17,281    |                   |   | 16,914   
|                                       |  |                    |           |                   |   |          
|                                       |  |                    | 6,026,813 |                   |   | 5,930,920
|Less  accumulated depreciation        |  |                    | 2,612,757 |                   |   | 2,196,281
|                                       |  |                    |           |                   |   |          
|                                       |  |                    | 3,414,056 |                   |   | 3,734,639
|Land                                   |  |                    | 1,141,173 |                   |   | 1,141,173
|                                       |  |                    |           |                   |   |          
|                                       |  | $                  | 4,555,229 |                   | $ | 4,875,812
|                                       |  |                    |           |                   |   |          



Note F  Goodwill and Other
Intangible Assets:



The Company measures its goodwill for impairment at
the end of each year or in the event of an impairment indicator. No impairment losses have been recognized as a result of this testing. Goodwill consists of the following:



|         |  |                      |           |                          |                   |            |                    |  |                          |           |  |   |            |  
|-------- |  | -------------------- | --------- | ------------------------ | ----------------- | ---------- | ------------------ |  | ------------------------ | --------- |  | - | ---------- | -
|         |  | September 30, 2004   |           |                          | December 31, 2003 |           
|         |  | Gross carrying value |           | Accumulated amortization |                   |            | Grosscarryingvalue |  | Accumulated Amortization |          
|Goodwill |  | $                    | 3,222,349 |                          | $                 | (1,127,295 | )                  |  | $                        | 3,222,349 |  | $ | (1,127,295 | )



Other intangible assets consist of the
following:



|                                               |  |                      |                      |                    |                          |  |                   |                    |   |                          |   |         |  |   |          |  
|---------------------------------------------- |  | -------------------- | -------------------- | ------------------ | ------------------------ |  | ----------------- | ------------------ | - | ------------------------ | - | ------- |  | - | -------- | -
|                                               |  | Average life (years) |                      | September 30, 2004 |                          |  | December 31, 2003 |                   
|                                               |  |                      | Gross carrying value |                    | Accumulated amortization |  |                   | Grosscarryingvalue |   | Accumulated Amortization |  
|Distribution contracts                         |  | 8                    |                      | $                  | 277,369                  |  | $                 | (104,489           | ) |                          | $ | 277,369 |  | $ | (79,777  | )
|Copywrites, trademarks and other registrations |  | 19                   |                      |                    | 99,100                   |  |                   | (16,517            | ) |                          |   | 99,100  |  |   | (12,553  | )
|Other                                          |  | 11                   |                      |                    | 47,600                   |  |                   | (13,475            | ) |                          |   | 47,600  |  |   | (10,346  | )
|                                               |  |                      |                      |                    |                          |  |                   |                    |   |                          |   |         |  |   |          |  
|                                               |  |                      |                      | $                  | 424,069                  |  | $                 | (134,481           | ) |                          | $ | 424,069 |  | $ | (102,676 | )
|                                               |  |                      |                      |                    |                          |  |                   |                    |   |                          |   |         |  |   |          |  



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Amortization expense related to other intangible assets totaled approximately $10,600 for the quarters ended September
30, 2004 and 2003 and $31,800 for the nine months ended September 30, 2004 and 2003. The aggregate estimated amortization expense for intangible assets remaining as of September 30, 2004 is as follows:



|                  |  |   |        
|----------------- |  | - | -------
|Remainder of 2004 |  | $ | 10,602 
|2005              |  |   | 42,407 
|2006              |  |   | 42,407 
|2007              |  |   | 42,407 
|2008              |  |   | 42,407 
|Thereafter        |  |   | 109,358
|                  |  |   |        
|Total             |  | $ | 289,588
|                  |  |   |        



Note G  Accrued Liabilities:



Accrued liabilities at September 30, 2004 and December 31, 2003 consist
of the following:



|                                      |  |                    |           |                   |   |          
|------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                      |  | September 30, 2004 |           | December 31, 2003
|Deferred revenue for unshipped orders |  | $                  | 1,417,172 |                   | $ | 1,282,294
|Distributor commissions               |  |                    | 549,410   |                   |   | 701,891  
|Salaries and wages                    |  |                    | 473,575   |                   |   | 333,788  
|Sales and other taxes                 |  |                    | 72,159    |                   |   | 69,022   
|Interest                              |  |                    | 22,100    |                   |   | 23,678   
|Other                                 |  |                    | 43,235    |                   |   | 35,480   
|                                      |  |                    |           |                   |   |          
|                                      |  | $                  | 2,577,651 |                   | $ | 2,446,153
|                                      |  |                    |           |                   |   |          



Note H  Stock-Based
Compensation:



On July 1, 1998, the Companys shareholders adopted
the 1998 Stock Option Plan (the Plan) and reserved 500,000 shares of common stock for issuance under the Plan. Effective September 4, 2003, the Companys shareholders adopted an amendment and restatement of the Plan in the form of
the 2003 Stock Incentive Plan. The purpose of this amendment and restatement was, among other things, to increase the number of shares issuable under the Plan to 3,500,000 shares of common stock and to add restricted stock as available for awards
under the Plan. The Plan, in both the original form and the amended and restated form, provides for the issuance of both nonqualified and incentive stock options, and permits grants to employees, non-employee directors and consultants of the
Company.



On June 28, 2004, the Company granted to a key employee an option to
purchase 100,000 shares of the Companys common stock at an exercise price of $0.15 per share, which was the market price of the common stock on the date of grant. The option expires nine years from the date of grant and vests ratably over a
five-year period.



The Company accounts for the Plan under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net earnings (loss), as all options granted under this plan had an
exercise price equal to or greater than the quoted market price of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings (loss) and earnings (loss) per share if the Company had applied the fair
value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.



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|                                                                                                                |  |                             |         |   |            |   |         |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---------- | - | ------- | -
|                                                                                                                |  | Quarter Ended September 30, |        
|                                                                                                                |  | 2004                        |         |   | 2003       |  
|                                                                                                                |  |                             |         |   | (Restated) |  
|Net earnings (loss), as reported                                                                                |  | $                           | 18,200  |   |            | $ | (5,977  | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (19,894 | ) |            |   | (91,804 | )
|                                                                                                                |  |                             |         |   |            |   |         |  
|Pro forma net loss                                                                                              |  | $                           | (1,694  | ) |            | $ | (97,781 | )
|                                                                                                                |  |                             |         |   |            |   |         |  
|Earnings (loss) per share  basic and diluted                                                                   |  |                             |         |   |            |   |         |  
|As reported                                                                                                     |  | $                           | 0.00    |   |            | $ | (0.00   | )
|Pro forma                                                                                                       |  | $                           | (0.00   | ) |            | $ | (0.00   | )



|                                                                                                                |  |                                |         |   |            |   |          |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---------- | - | -------- | -
|                                                                                                                |  | Nine Months EndedSeptember 30, |        
|                                                                                                                |  | 2004                           |         |   | 2003       |  
|                                                                                                                |  |                                |         |   | (Restated) |  
|Net earnings (loss), as reported                                                                                |  | $                              | 240,597 |   |            | $ | (40,004  | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                                | (59,877 | ) |            |   | (93,924  | )
|                                                                                                                |  |                                |         |   |            |   |          |  
|Pro forma net earnings (loss)                                                                                   |  | $                              | 180,720 |   |            | $ | (133,928 | )
|                                                                                                                |  |                                |         |   |            |   |          |  
|Earnings (loss) per share  basic and diluted                                                                   |  |                                |         |   |            |   |          |  
|As reported                                                                                                     |  | $                              | 0.01    |   |            | $ | (0.00    | )
|Pro forma                                                                                                       |  | $                              | 0.01    |   |            | $ | (0.01    | )



The fair value of these options was
estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of the option granted in June 2004 was $0.15 per share. The following assumptions were used for the option granted in June 2004: expected volatility of
146.41 percent, average risk-free interest rate of 4.93 percent, average expected life of 9 years and no dividend yield.



Note I  Long Term Obligations:



At September 30, 2004 and December 31, 2003 long-term debt consists of the following:



|                                                                                                                                                                                 |  |                    |           |                   |   |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                                                                                                                                                                 |  | September 30, 2004 |           | December 31, 2003
|Mortgage note payable bearing interest at 7.75%, payable in monthly installments of $25,797 through April 2019, collateralized by land and
building                              |  | $                  | 2,699,643 |                   | $ | 2,772,527
|Note payable to bank bearing interest at prime plus 1.50% (6% at September 30, 2004) due in monthly installments of $9,500 through July
2006                                     |  |                    | 198,762   |                   |   |         
|U. S. Small Business Administration note bearing interest at prime plus 2.75% (7.5% at September 30, 2004) due in monthly installments of
approximately $4,400 through July 2008 |  |                    | 176,951   |                   |   | 206,539  



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|                                                                                                                                                                                                                                                                                          |  |                    |           |                   |   |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                                                                                                                                                                                                                                                                          |  | September 30, 2004 |           | December 31, 2003
|Convertible notes (original amount $730,000) bearing interest at 10% payable quarterly, originally due two years from the date of issuance,
notes are convertible into common stock any time prior to maturity at the option of the holder based on a per share conversion price of $1.32 |  |                    | 128,000   |                   |   | 128,000  
|Note payable to previous owner of the Companys headquarters facility bearing interest at 7%, fully paid in June 2004                                                                                                                                                                     |  |                    |          |                   |   | 110,363  
|Note payable to bank bearing interest at prime plus 2%, fully paid in June 2004                                                                                                                                                                                                           |  |                    |          |                   |   | 149,335  
|Note payable to bank bearing interest at 10.4%, collateralized by an automobile, fully paid in April 2004                                                                                                                                                                                 |  |                    |          |                   |   | 18,157   
|Settlement to former marketing consultant and distributor, settlement is without interest and has been discounted at 10%, fully paid in April
2004                                                                                                                                        |  |                    |          |                   |   | 19,590   
|Capital lease obligations                                                                                                                                                                                                                                                                 |  |                    |          |                   |   | 43,739   
|Other                                                                                                                                                                                                                                                                                     |  |                    | 10,000    |                   |   | 10,000   
|                                                                                                                                                                                                                                                                                          |  |                    |           |                   |   |          
|                                                                                                                                                                                                                                                                                          |  |                    | 3,213,356 |                   |   | 3,458,250
|Less  current maturities                                                                                                                                                                                                                                                                 |  |                    | 389,553   |                   |   | 580,058  
|                                                                                                                                                                                                                                                                                          |  |                    |           |                   |   |          
|                                                                                                                                                                                                                                                                                          |  | $                  | 2,823,803 |                   | $ | 2,878,192
|                                                                                                                                                                                                                                                                                          |  |                    |           |                   |   |          



From time to time, certain purchases
of equipment have been financed through capital leases. Such leases had terms ending in 2004 with various interest rates approximating 15%.



Note J  Segments and Geographic Area:



The Companys segments are based on the organization structure that is used by management for making operating and investment decisions and for assessing
performance. Based on this management approach, the Company has two operating segments: Nutritional Products and Medical Products. The Nutritional Products segment manufactures and distributes a line of over 75 nutritional supplements and personal
care products, including herbs, vitamins and minerals, as well as natural skin, hair and body care products. These products are marketed under the Royal BodyCare® trade name and are distributed by a network of independent distributors operating primarily in North America and by
licensees operating in certain other countries outside of North America. The Medical Products segment markets a line of approximately 25 wound care and oncology products in the United States under the MPM Medical trade name. The wound care products
are distributed directly to hospitals, nursing homes and home health care agencies through medical/surgical supply dealers. The oncology products are distributed to hospitals, cancer treatment clinics and pharmacies through pharmaceutical
distributors.



The Company evaluates the performance of its segments primarily
based on operating profit. All intercompany transactions have been eliminated, and intersegment revenues are not significant. In calculating operating profit for these two segments, administrative expenses incurred that are common to the two
segments are allocated on a usage basis.



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Segment information is as follows (in thousands):



|                                                |  |                      |        |   |                  |   |              |  |   |        |  
|----------------------------------------------- |  | -------------------- | ------ | - | ---------------- | - | ------------ |  | - | ------ | -
|                                                |  | Nutritional Products |        |   | Medical Products |   | Consolidated | 
|Quarter ended September 30, 2004                |  |                      |        |   |                  |   |              |  |   |        |  
|Sales to external customers                     |  | $                    | 3,730  |   |                  | $ | 528          |  | $ | 4,258  |  
|Depreciation and amortization                   |  |                      | 138    |   |                  |   | 10           |  |   | 148    |  
|Operating profit                                |  |                      | 16     |   |                  |   | 20           |  |   | 36     |  
|Capital expenditures                            |  |                      | 32     |   |                  |   |             |  |   | 32     |  
|Total assets                                    |  |                      | 10,059 |   |                  |   | 931          |  |   | 10,990 |  
|                                                |  |                      |       
|                                                |  | Nutritional Products |        |   | Medical Products |   | Consolidated | 
|Quarter ended September 30, 2003 (Restated)     |  |                      |        |   |                  |   |              |  |   |        |  
|Sales to external customers                     |  | $                    | 4,752  |   |                  | $ | 455          |  | $ | 5,207  |  
|Depreciation and amortization                   |  |                      | 153    |   |                  |   | 10           |  |   | 163    |  
|Operating profit (loss)                         |  |                      | (20    | ) |                  |   | 55           |  |   | 35     |  
|Capital expenditures                            |  |                      | 11     |   |                  |   |             |  |   | 11     |  
|Total assets                                    |  |                      | 10,673 |   |                  |   | 605          |  |   | 11,278 |  
|                                                |  |                      |       
|                                                |  | Nutritional Products |        |   | Medical Products |   | Consolidated | 
|Nine months ended September 30, 2004            |  |                      |        |   |                  |   |              |  |   |        |  
|Sales to external customers                     |  | $                    | 12,178 |   |                  | $ | 1,469        |  | $ | 13,647 |  
|Depreciation and amortization                   |  |                      | 412    |   |                  |   | 30           |  |   | 442    |  
|Operating profit                                |  |                      | 272    |   |                  |   | 42           |  |   | 314    |  
|Capital expenditures                            |  |                      | 89     |   |                  |   |             |  |   | 89     |  
|Total assets                                    |  |                      | 10,059 |   |                  |   | 931          |  |   | 10,990 |  
|                                                |  |                      |       
|Nine months ended September 30, 2003 (Restated) |  |                      |        |   |                  |   |              |  |   |        |  
|Sales to external customers                     |  | $                    | 13,593 |   |                  | $ | 1,185        |  | $ | 14,778 |  
|Depreciation and amortization                   |  |                      | 459    |   |                  |   | 27           |  |   | 486    |  
|Operating profit (loss)                         |  |                      | (16    | ) |                  |   | 12           |  |   | (4     | )
|Capital expenditures                            |  |                      | 31     |   |                  |   |             |  |   | 31     |  
|Total assets                                    |  |                      | 10,673 |   |                  |   | 605          |  |   | 11,278 |  



Financial information summarized
geographically for the quarters and the nine months ended September 30, 2004 and 2003 is listed below (in thousands):

|
|

|                                            |  |                            |       |                   |   |      
|------------------------------------------- |  | -------------------------- | ----- | ----------------- | - | -----
|                                            |  | Sales to externalcustomers |       | Long-Lived assets
|Quarter ended September 30, 2004            |  |                            |       |                   |   |      
|Domestic                                    |  | $                          | 2,564 |                   | $ | 6,686
|Canada                                      |  |                            | 524   |                   |   | 408  
|All others                                  |  |                            | 1,170 |                   |   |     
|                                            |  |                            |       |                   |   |      
|Totals                                      |  | $                          | 4,258 |                   | $ | 7,094
|                                            |  |                            |       |                   |   |      
|Quarter ended September 30, 2003 (Restated) |  |                            |       |                   |   |      
|Domestic                                    |  | $                          | 3,149 |                   | $ | 7,301
|Canada                                      |  |                            | 683   |                   |   | 494  
|All others                                  |  |                            | 1,375 |                   |   |     
|                                            |  |                            |       |                   |   |      
|Totals                                      |  | $                          | 5,207 |                   | $ | 7,795
|                                            |  |                            |       |                   |   |      



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|                                                |  |                            |        |                  |   |      
|----------------------------------------------- |  | -------------------------- | ------ | ---------------- | - | -----
|                                                |  | Sales to externalcustomers |        | Long-Livedassets
|Nine months ended September 30, 2004            |  |                            |        |                  |   |      
|Domestic                                        |  | $                          | 8,046  |                  | $ | 6,686
|Canada                                          |  |                            | 1,720  |                  |   | 408  
|All others                                      |  |                            | 3,881  |                  |   |     
|                                                |  |                            |        |                  |   |      
|Totals                                          |  | $                          | 13,647 |                  | $ | 7,094
|                                                |  |                            |        |                  |   |      
|Nine months ended September 30, 2003 (Restated) |  |                            |        |                  |   |      
|Domestic                                        |  | $                          | 9,880  |                  | $ | 7,301
|Canada                                          |  |                            | 2,232  |                  |   | 494  
|All others                                      |  |                            | 2,666  |                  |   |     
|                                                |  |                            |        |                  |   |      
|Totals                                          |  | $                          | 14,778 |                  | $ | 7,795
|                                                |  |                            |        |                  |   |      



Significant Customers



The Company recorded sales to its licensee in the former Soviet Union,
CCI, in the amount of $1,106,000 and $1,306,000 during the quarters ended September 30, 2004 and 2003, respectively, and $3,643,000 and $2,440,000 during the nine months ended September 30, 2004 and 2003, respectively. These sales accounted for more
than ten percent of net sales in the quarters and the nine months ended September 30, 2004 and 2003. In no other case did a customer of the Company account for more than ten percent of net sales during the quarters or nine months ended September 30,
2004 or 2003.



In July 2004, the Company entered into a 10-year exclusive
distributorship agreement with CCI. In connection therewith, the Company received a license fee of $65,000. This license fee was recorded as deferred revenue and is being recognized as sales ratably over the term of the agreement.



Note K  Earnings (Loss) Per Share:



Summarized basic and diluted earnings (loss) per common share were calculated as follows:



|                                            |  |              |        |   |        |            |           |   |       |  
|------------------------------------------- |  | ------------ | ------ | - | ------ | ---------- | --------- | - | ----- | -
|                                            |  | Net Earnings |        |   | Shares |            | Per Share |  
|Quarter ended September 30, 2004            |  |              |        |   |        |            |           |   |       |  
|Basic earnings per common share             |  | $            | 18,200 |   |        | 20,056,294 |           | $ | 0.00  |  
|Effect of dilutive stock options            |  |              |       |   |        | 422,051    |           |   |       |  
|                                            |  |              |        |   |        |            |           |   |       |  
|Diluted earnings per common share           |  | $            | 18,200 |   |        | 20,478,345 |           | $ | 0.00  |  
|                                            |  |              |        |   |        |            |           |   |       |  
|Quarter ended September 30, 2003 (Restated) |  |              |        |   |        |            |           |   |       |  
|Basic loss per common share                 |  | $            | (5,977 | ) |        | 19,956,294 |           | $ | (0.00 | )
|Effect of dilutive stock options            |  |              |       |   |        |           |           |   |       |  
|                                            |  |              |        |   |        |            |           |   |       |  
|Diluted loss per common share               |  | $            | (5,977 | ) |        | 19,956,294 |           | $ | (0.00 | )
|                                            |  |              |        |   |        |            |           |   |       |  



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|                                                |  |              |         |   |        |            |           |   |       |  
|----------------------------------------------- |  | ------------ | ------- | - | ------ | ---------- | --------- | - | ----- | -
|                                                |  | Net Earnings |         |   | Shares |            | Per Share |  
|Nine months ended September 30, 2004            |  |              |         |   |        |            |           |   |       |  
|Basic earnings per common share                 |  | $            | 240,597 |   |        | 20,000,738 |           | $ | 0.01  |  
|Effect of dilutive stock options                |  |              |        |   |        | 1,108,350  |           |   |       |  
|                                                |  |              |         |   |        |            |           |   |       |  
|Diluted earnings per common share               |  | $            | 240,597 |   |        | 21,109,088 |           | $ | 0.01  |  
|                                                |  |              |         |   |        |            |           |   |       |  
|Nine months ended September 30, 2003 (Restated) |  |              |         |   |        |            |           |   |       |  
|Basic loss per common share                     |  | $            | (40,004 | ) |        | 18,178,516 |           | $ | (0.00 | )
|Effect of dilutive stock options                |  |              |        |   |        |           |           |   |       |  
|                                                |  |              |         |   |        |            |           |   |       |  
|Diluted loss per common share                   |  | $            | (40,004 | ) |        | 18,178,516 |           | $ | (0.00 | )
|                                                |  |              |         |   |        |            |           |   |       |  



The number of stock options that were
outstanding but not included in the computation of diluted earnings per common share because their exercise price was greater than the average market price of the common stock and, therefore anti-dilutive, was 442,000 and 3,756,260 for the quarters
ended September 30, 2004 and 2003, respectively, and 444,000 and 3,965,840 for the nine months ended September 30, 2004 and 2003, respectively.



The assumed conversion of the convertible notes would have an anti-dilutive effect on diluted earnings (loss) per common share for the quarters and nine months ended
September 30, 2004 and 2003, and accordingly have been excluded from the computation.



Note L  Comprehensive Income (Loss):



Comprehensive income (loss) is net earnings (loss) plus other comprehensive income (loss), which, for the periods presented, consists of the change in the foreign currency translation adjustment. The following table provides information
regarding comprehensive income (loss):



|                                        |  |                                |         |            |   |         |  
|--------------------------------------- |  | ------------------------------ | ------- | ---------- | - | ------- | -
|                                        |  | Quarter EndedSeptember 30,     |        
|                                        |  | 2004                           |         | 2003       |  
|                                        |  |                                |         | (Restated) |  
|Net earnings (loss)                     |  | $                              | 18,200  |            | $ | (5,977  | )
|Other comprehensive income:             |  |                                |         |            |   |         |  
|Foreign currency translation adjustment |  |                                | 16,235  |            |   | 8,620   |  
|                                        |  |                                |         |            |   |         |  
|Comprehensive income                    |  | $                              | 34,435  |            | $ | 2,643   |  
|                                        |  |                                |         |            |   |         |  
|                                        | 
|                                        |  | Nine Months EndedSeptember 30, |        
|                                        |  | 2004                           |         | 2003       |  
|                                        |  |                                |         | (Restated) |  
|Net earnings (loss)                     |  | $                              | 240,597 |            | $ | (40,004 | )
|Other comprehensive income:             |  |                                |         |            |   |         |  
|Foreign currency translation adjustment |  |                                | 6,078   |            |   | 63,748  |  
|                                        |  |                                |         |            |   |         |  
|Comprehensive income                    |  | $                              | 246,675 |            | $ | 23,744  |  
|                                        |  |                                |         |            |   |         |  



Note M  Legal Proceedings:



On May 29, 2002, the Company filed suit against a former supplier and
member of its Board of Directors (G. Patrick Flanagan), and certain others (Defendants) requesting injunctive and monetary relief and alleging, among other causes of action, breach of contract, conspiracy, fraud,



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breach of fiduciary duty, disparagement, tortious interference and unlawful restraint of trade. In connection with this
suit, on August 16, 2002, the Defendants filed a counter claim against the Company alleging, among other causes of action, unfair competition, breach of contract and conspiracy.



On February 18, 2003, the parties entered into an agreement to settle all claims and causes of actions that existed between them, including
those arising out of the transactions that formed the basis of the lawsuit. Under the terms of this settlement, G. Patrick Flanagan and/or Flantech Group, defendants in the original suit, agreed to pay to the Company an aggregate of $250,000,
payable in monthly installments beginning in February 2003, calculated as a percentage of gross revenues, as defined, generated by G. Patrick Flanagan or certain entities to which he is related. Through September 30, 2004 the Company has received
payments totaling approximately $227,000, of which $125,000 was received in the first nine months of 2004, pursuant to this settlement arrangement. Additional details are set forth below at RESULTS OF OPERATIONS.



The Company is from time to time engaged in routine litigation. The Company regularly reviews
all pending litigation matters in which it is involved and establishes reserves deemed appropriate by management for these litigation matters.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



FORWARD-LOOKING STATEMENTS



The statements, other than statements of historical or present facts, included in this report are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or present facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume,
believe, budget, predict, forecast, project, estimate or anticipate (and all other similar expressions) will, should or may occur in the future are forward looking statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as, but not limited to, may, will, expect, intend, estimate, anticipate or believe. These forward-looking statements are based on
managements current belief, based on currently available information, as to the outcome and time of future events. We believe that the expectations reflected in such forward-looking statements are accurate. However, we cannot assure you that
such expectations will occur. Our actual future performance could differ materially from such statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-Q. We do
not undertake any obligation to publicly release any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. Factors that could cause or
contribute to such differences include, but are not limited to:



| | general economic conditions
|- | ---------------------------



| | general market acceptance of our products and distribution methods
|- | ------------------------------------------------------------------



| | introduction of competitive products
|- | ------------------------------------



| | pricing of directly and indirectly competitive products
|- | -------------------------------------------------------



| | the continued market acceptance of our proprietary versions of silica hydride powder and other raw materials formerly supplied by Flanagan
|- | ------------------------------------------------------------------------------------------------------------------------------------------



| | our ability to modify existing product formulations or develop new formulations consistent with new scientific research in the nutrition industry
|- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | the introduction of competitive business opportunities that may attract potential distributors to other businesses
|- | ------------------------------------------------------------------------------------------------------------------



| | continued reduction in demand for our products or the rate at which new distributors are recruited to join us, or an increased rate of attrition of our distributors
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | legislative and regulatory actions affecting the manufacturing or marketing of our products and/or distribution methods
|- | -----------------------------------------------------------------------------------------------------------------------



| | a change in market conditions in the former Soviet Union, which market provided more than 27% of our sales in the first nine months of 2004 and more than 18% of our sales in fiscal
2003
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | our ability to obtain future financing to fund internal growth and our future capital requirements
|- | --------------------------------------------------------------------------------------------------



| | the loss of key management personnel, particularly the developer of our proprietary versions of silica hydride powder and other raw materials formerly supplied by Flanagan
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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RESTATEMENT OF FINANCIAL STATEMENTS



In connection with the preparation of the our financial statements for fiscal 2003, our audit committee requested that management and our
independent registered accountants review the revenue recognition policy with regard to our licensee in the former Soviet Union, Coral Club International, Inc. (CCI). Until September 2002, sales were recorded when products were shipped
to CCI. In September 2002, CCI and we reached an agreement that provided we would store products for CCI in our warehouse and then ship them at a later date to locations designated by CCI in accordance with its business needs. As part of this
agreement, CCI agreed to accept ownership of and pay for the products as they were segregated in our warehouse for CCIs account. Upon entering into this agreement, we began to recognize sales to CCI at the time products were billed and
segregated in our warehouse for CCIs account.



After reviewing this
accounting practice in light of authoritative accounting literature, management, in consultation with our independent registered accountants, concluded that sales should have been recognized at the time products were shipped rather than when such
products were segregated in our warehouse for CCIs account. As a result, the Company has restated its previously reported audited financial statements for the year ended December 31, 2002, and the unaudited results for the quarters ended
September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002. The components of the restatement along with the related effect on previously filed financial statements are set forth in Note C to the consolidated
financial statements. Managements discussion and analysis of financial condition and results of operations incorporates the restated amounts.



OVERVIEW



We operate in two industry segments, Nutritional Products and Medical Products. The Nutritional Products segment represents our core product line, accounting for approximately 89% and 92% of our sales in the nine
months ended September 30, 2004 and 2003, respectively. We have experienced declining sales in the Nutritional Products segment in North America, which, even with the decline, is still our primary market accounting for 61% and 74% of our sales in
the nine months ended September 30, 2004 and 2003, respectively. At the same time, we have experienced sales growth in the Nutritional Products segment outside of North America, mainly through CCI, a licensee that distributes our Nutritional
Products in the former Soviet Union. We have also experienced growth in the Medical Products segment, which distributes its products in the United States.



As described more fully below, we attribute the decline in North American sales of our core product line to the dispute with a former supplier and member of our Board of
Directors, Patrick Flanagan. Since this dispute arose, we have developed replacement products for the products formerly supplied by Flanagan, developed and introduced new products, recreated our core marketing message eliminating our association
with Flanagan, and introduced changes to our distributor compensation plan intended to stimulate sales and increase recruiting of new independent distributors. In addition, we launched a new multi-vitamin/mineral product, which incorporates certain
of our proprietary ingredients, in September 2004. While we believe these actions will ultimately reverse the declining sales trend, we can give no assurance of future sales growth.



While addressing the issues created by our dispute with Flanagan, we also engaged in a concerted effort to reduce operating expenses during
this period of declining North American sales. In this regard, we reduced personnel and reorganized and consolidated operating activities to increase efficiency and reduce operating expenses. This included reorganizing our international marketing



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department, which reduced expenses while improving efficiency, closing one of two Canadian distribution centers and
moving a significant portion of the Canadian operations to our offices in the U.S. As described more fully below, we also obtained a favorable settlement of the litigation with Flanagan, pursuant to which he has paid us $227,000 through September
30, 2004.



These efforts produced an improvement in operating results during
the first nine months of 2004. Our net earnings in the first nine months of 2004 were $241,000 compared with a net loss of $40,000 in 2003. Also, at September 30, 2004, our working capital deficit declined to $264,000, a $550,000 improvement from
the working capital deficit of $814,000 at December 31, 2003.



RESULTS OF
OPERATIONS



Quarter Ended September
30, 2004 Compared with the Quarter Ended September 30, 2003



Our sales for
the quarter ended September 30, 2004 were $4,258,000 compared with sales for same quarter of the prior year of $5,207,000, a decrease of $949,000 or 18%. The decrease in third quarter sales resulted from sales declines in our Nutritional Products
segment of $1,022,000, which was partially offset by a sales increase in our Medical Products segment of $73,000. In the Nutritional Products segment, sales in the U.S., Canada and export markets declined $658,000, $159,000 and $205,000,
respectively.



Export sales of Nutritional Products declined in the third
quarter of 2004 as a result of a $276,000 decrease in shipments to CCI. Under our arrangement with CCI, CCI orders products from us and pays for them when we segregate them in our warehouse for CCIs account. We then store CCIs products
until CCI provides shipping instructions. Because we do not recognize revenue until we ship products to CCI, our sales to CCI will fluctuate from quarter to quarter depending on CCIs logistical considerations, rather than in direct relation to
sales in CCIs market. The decline in export sales related to product shipments to CCI was partially offset by a $75,000 increase in royalty revenue from CCI. Backlog related to CCIs account was $1,864,000 and $1,571,000 at September 30,
2004 and 2003, respectively.



We believe that the principal factor affecting
our U.S. and Canadian Nutritional Products sales has been the dispute with Patrick Flanagan, formerly a member of our Board of Directors, and the related entities through which his proprietary products are marketed (collectively
Flanagan). We entered into a supply contract with Flanagan in 1998 that effectively gave us the exclusive right to market products containing Flanagans proprietary raw materials. One raw material, silica hydride powder, was the
principal ingredient in our top selling product, Microhydrin®, and sales of products containing Flanagans proprietary ingredients increased to a level that represented in excess of 50% of our sales volume. Reflecting the success of these products, our core marketing message
was built around Flanagan and the proprietary ingredients he had developed.



In
December 2001, Flanagan began marketing a product competitive with Microhydrin on his web site and, on a limited basis, through certain health food stores. Then on May 24, 2002, Flanagan informed us that he had signed an agreement with an
Arizona-based company granting it exclusive rights for the distribution of his products through network marketing, and that he would no longer supply us his products. Concurrent with his announcement on May 24, Flanagan and two former RBC
distributors launched an aggressive negative campaign to entice our distributors to leave us and join the Arizona-based company. In response to these actions, on May 29, 2002, we filed suit against Flanagan and one former RBC distributor in the
Dallas County, Texas District Court. As described elsewhere in this report, we settled this litigation in February 2003. However, because Flanagan was at the center of the RBC brand, these actions severely damaged the marketing efforts
of our network of independent distributors and caused many independent distributors to leave RBC.



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To overcome the challenges we faced in the wake of Flanagans departure, we first completed the development of our
own proprietary version of silica hydride powder and other raw materials formerly supplied by Flanagan. We began shipping Microhydrin made with our silica hydride powder on July 31, 2002, and other products made with our proprietary raw materials as
existing supplies of products made with Flanagans raw materials were exhausted. We then began the process of redefining the RBC brand eliminating our association with Flanagan. This included the introduction of new products,
including a new weight loss system, new marketing support materials and programs, and modifications to our distributor compensation plan to provide added financial incentives for sales and recruiting efforts. In addition, we launched a new
multi-vitamin/mineral product, which incorporates certain of our proprietary ingredients, in September 2004.



We believe that the actions we have taken, along with our present marketing strategies and programs, will help us, for the most part, to improve retention of our present distributor base, stabilize our present sales
volume and provide a base from which we can begin to grow our business. However, there can be no assurances that these efforts will be successful or that the introduction of products that directly compete with our Microhydrin will not cause a
further decline in sales.



Cost of sales for the quarter ended September 30,
2004 was $1,389,000 compared with cost of sales in the same quarter of the prior year of $1,835,000, a decrease of $446,000 or 24%. As a percentage of sales, cost of sales was 33% in the third quarter of 2004 compared with 35% in the third quarter
of 2003. This decrease in cost of sales as a percentage of sales, as well as the resultant increase in gross profit margin, is primarily attributable to the improvement in gross profit margin related to export sales. This improvement resulted from a
favorable product mix, including increased royalty revenue. In addition, we incurred lower freight expenses during the third quarter of 2004.



Our distributor commissions declined significantly in the third quarter of 2004 as a result of the decline in sales in the North American market of the Nutritional
Products segment, which are the principal sales on which we pay distributor commissions. Distributor commissions for the quarter ended September 30, 2004 were $1,031,000 compared with distributor commissions in the same quarter of 2003 of
$1,389,000, a decrease of $358,000 or 26%. While sales declined in the North American market of the Nutritional Products segment, distributor commissions as a percentage of commissionable sales in this market were unchanged at 41%. On a consolidated
basis, distributor commissions as a percentage of sales declined to 24% in the third quarter of 2004 compared with 27% in the same period of 2003. This percentage decline was primarily related to the relative increase in sales of Nutritional
Products to our international licensees and increased Medical Products sales because we pay little or no distributor commissions on these sales.



Our general and administrative expenses for the quarter ended September 30, 2004, were $1,657,000 compared with such expenses in the same quarter of 2003 of $1,787,000, a
decrease of $130,000 or 7%. This decrease was mainly related to managements efforts to reduce operating expenses in light of the decline in sales. As a percentage of sales, general and administrative expenses were 39% in the third quarter of
2004 compared with 34% in the third quarter of 2003.



Interest expense for the
quarter ended September 30, 2004, was $65,000 compared with such expense in the same quarter of 2003 of $72,000, a decrease of $7,000 or 10%. This decrease was related to the repayment of long-term debt during the last nine months of 2003 and the
first nine months of 2004.



Other income of $47,000 and $30,000 recognized in
the quarters ended September 30, 2004 and 2003, respectively, represents payments received pursuant to the settlement of our lawsuit with Flanagan in February 2003. Under the terms of the settlement, Flanagan is obligated to make



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monthly payments calculated as a percentage of his gross revenues, as defined, up to an aggregate of $250,000. Through
September 30, 2004, we had received aggregate payments from Flanagan of $227,000.



Our net earnings for the quarter ended September 30, 2004 were $18,000, or $0.00 per share, compared with a net loss in the comparable quarter of the prior year of $6,000 or $0.00 per share, an improvement of $24,000. This improvement
resulted from the factors described above.



Nine Months Ended September 30, 2004 Compared with the Nine Months Ended September 30, 2003



Our sales for the nine months ended September 30, 2004 were $13,647,000 compared with sales for same period of the prior year of $14,778,000, a decrease of $1,131,000 or 8%. The decline in sales resulted mainly from
sales declines in our Nutritional Products segment in the U.S. and Canada of $2,118,000 and $511,000, respectively. These declines were partially offset by a net sales increase in our Nutritional Products segment international markets, primarily the
former Soviet Union, and our Medical Products segment of $1,214,000 and $284,000, respectively.



We believe that the principal factor affecting our U.S. and Canadian Nutritional Products sales has been the dispute with Patrick Flanagan, formerly a member of our Board of Directors, and the related entities through
which his proprietary products are marketed (collectively Flanagan). We entered into a supply contract with Flanagan in 1998 that effectively gave us the exclusive right to market products containing Flanagans proprietary raw
materials. One raw material, silica hydride powder, was the principal ingredient in our top selling product, Microhydrin®, and sales of products containing Flanagans proprietary ingredients increased to a level that represented in excess of 50% of our sales volume.
Reflecting the success of these products, our core marketing message was built around Flanagan and the proprietary ingredients he had developed.



In December 2001, Flanagan began marketing a product competitive with Microhydrin on his web site and, on a limited basis, through certain health food stores. Then on May
24, 2002, Flanagan informed us that he had signed an agreement with an Arizona-based company granting it exclusive rights for the distribution of his products through network marketing, and that he would no longer supply us his products. Concurrent
with his announcement on May 24, Flanagan and two former RBC distributors launched an aggressive negative campaign to entice our distributors to leave us and join the Arizona-based company. In response to these actions, on May 29, 2002, we filed
suit against Flanagan and one former RBC distributor in the Dallas County, Texas District Court. As described elsewhere in this report, we settled this litigation in February 2003. However, because Flanagan was at the center of the RBC
brand, these actions severely damaged the marketing efforts of our network of independent distributors and caused many independent distributors to leave RBC.



To overcome the challenges we faced in the wake of Flanagans departure, we first completed the development of our own proprietary
version of silica hydride powder and other raw materials formerly supplied by Flanagan. We began shipping Microhydrin made with our silica hydride powder on July 31, 2002, and other products made with our proprietary raw materials as existing
supplies of products made with Flanagans raw materials were exhausted. We then began the process of redefining the RBC brand eliminating our association with Flanagan. This included the introduction of new products, including a new
weight loss system, new marketing support materials and programs, and modifications to our distributor compensation plan to provide added financial incentives for sales and recruiting efforts. In addition, we launched a new multi-vitamin/mineral
product, which incorporates certain of our proprietary ingredients, in September 2004.



We believe that the actions we have taken, along with our present marketing strategies and programs, will help us, for the most part, to improve retention of our present distributor base, stabilize our



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present sales volume and provide a base from which we can begin to grow our business. However, there can be no assurances
that these efforts will be successful or that the introduction of products that directly compete with our Microhydrin will not cause a further decline in sales.



Cost of sales for the nine months ended September 30, 2004 was $4,479,000 compared with cost of sales in the same period of the prior year of $4,380,000, an increase
of $99,000 or 2%. As a percentage of sales, cost of sales was 33% in the first nine months of 2004 compared with 30% in the first nine months of 2003. This increase in cost of sales as a percentage of sales, as well as the resultant decline in gross
profit margin, is primarily related to the increase in sales to our international licensees. The gross profit for products sold to international licensees is lower than the gross profit for products sold in other markets because we sell
internationally at lower prices, as we do not pay distributor commissions on sales of products to international licensees.



Our distributor commissions declined significantly in the nine months ended September 30, 2004 as a result of the decline in sales in the North American market of the
Nutritional Products segment, which are the principal sales on which we pay distributor commissions. Distributor commissions for the nine months ended September 30, 2004 were $3,352,000 compared with distributor commissions in the same period of
2003 of $4,468,000, a decrease of $1,116,000 or 25%. While sales declined in the North American market of the Nutritional Products segment, distributor commissions as a percentage of commissionable sales in this market were unchanged at 41%. On a
consolidated basis, distributor commissions as a percentage of sales declined to 25% in the first nine months of 2004 compared with 30% in the same period of 2003. This percentage decline was primarily related to the increase in Nutritional Products
sales to our international licensees and Medical Products sales because we pay little or no distributor commissions on these sales.



Our general and administrative expenses for the nine months ended September 30, 2004, were $5,067,000 compared with such expenses in the same period of 2003 of
$5,455,000, a decrease of $388,000 or 7%. This decrease was mainly related to managements efforts to reduce operating expenses in light of the decline in sales. As a percentage of sales, general and administrative expenses were 37% in the
first nine months of 2004 and 2003.



Interest expense for the nine months ended
September 30, 2004, was $198,000 compared with such expense in the same period of 2003 of $232,000, a decrease of $34,000 or 15%. This decrease was related to the repayment of long-term debt during the last nine months of 2003 and the first nine
months of 2004.



Other income of $125,000 and $83,000 recognized in the nine
month periods ended September 30, 2004 and 2003, respectively, represents payments received pursuant to the settlement of our lawsuit with Flanagan in February 2003. Under the terms of the settlement, Flanagan is obligated to make monthly payments
calculated as a percentage of his gross revenues, as defined, up to an aggregate of $250,000. Through September 30, 2004, we had received aggregate payments from Flanagan of $227,000.



Earnings from discontinued operations in the nine months ended September 30, 2003, resulted from the settlement of a $241,000 obligation of
BizAdigm prior to its maturity date for less than the contractual amount. This obligation was settled in April 2003 for a cash payment of $125,000 and the issuance of a five-year option to purchase 25,000 shares of the Companys common stock at
an exercise price of $0.10 per share, which was the market price of the stock and the fair value of the stock option at the time this obligation was settled.



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Our net earnings for the nine months ended September 30, 2004 were $241,000, or $0.01 per share, compared with a net loss
in the comparable period of the prior year of $40,000 or $0.00 per share, an improvement of $281,000. This improvement resulted from the factors described above.



Other than those described above, there have been no economic events or changes that have affected our sales or operating results and we are
not aware of any economic trends or uncertainties that would have a material impact on our future sales or operating results. We believe that we have purchased our inventories at the best price available and that any price increases in the
foreseeable future will be small. Any such price increases would be passed through to our distributors. In addition, we do not believe at this time that inflation will have a material impact on our operating results.



LIQUIDITY AND CAPITAL RESOURCES



During the first nine months of 2004, we had a net increase in cash of $139,000. This
increase resulted from net cash provided by operating activities of $471,000, which was partially offset by net cash used by financing activities of $245,000 and cash used to purchase property and equipment of $89,000. With regard to operating
activities, we had net earnings in the first nine months of 2004 of $241,000, which was net of depreciation and amortization of $442,000. Cash flow from operating activities was also provided by a $341,000 increase in accounts payable and accrued
liabilities, which was mainly related to increases in accounts payable and deferred revenue. Cash flow from operating activities was used to fund an increase in inventories of $335,000 and an increase in prepaid expenses of $188,000, which was
mainly related to deposits paid to inventory suppliers in connection with purchase orders we placed to fulfill orders from our international licensees. With regard to our financing activities, we refinanced certain of our existing debt during the
second quarter of 2004. We borrowed $224,000 on a two-year note from a bank and used a majority of the proceeds to repay other bank debt, and to pay the final installment on a note due to the party from whom we purchased our headquarters building in
2001. Also during the second quarter of 2004, we received $14,500 from the exercise of a 100,000 share stock option. Our working capital deficit decreased to $264,000 at September 30, 2004, a $550,000 improvement from our working capital deficit of
$814,000 at December 31, 2003.



Consistent with industry practice, most of our
sales are paid by our distributors at the time of order. Therefore, our primary working capital need is to maintain inventory at a level commensurate with sales activities. Because our sales are generated through independent distributors who do not
maintain a significant inventory, it is necessary for us to have products on hand when the distributors place their orders. During periods of sales growth we must purchase inventory in anticipation of sales, thereby creating the need for additional
working capital.



We believe that we will be able to fund moderate sales
increases through our operations. Should sales growth increase beyond our ability to finance our growth internally, or should we require additional working capital, we may seek outside sources of capital including bank borrowings, other types of
debt or equity financings. There can be no assurances, however, that we would be able to obtain any additional outside financing or that obtainable outside financing would be on terms we would find acceptable. We have no plans or requirements for
any other significant capital expenditures during the next twelve months.



Other than those factors already described, we are not aware of any trends or uncertainties that would significantly affect our liquidity or capital resources in the future.



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CRITICAL ESTIMATES, UNCERTAINTIES, OR ASSESSMENTS IN OUR FINANCIAL STATEMENTS



The preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires us 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 period. In applying our accounting principles, we must often make individual estimates and assumptions regarding expected outcomes or uncertainties. As you might expect, the
actual results or outcomes are generally different that the estimated or assumed amounts. These differences are usually minor and are included in our consolidated financial statements as soon as they are known. Our estimates, judgments and
assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.



We periodically review the carrying value of our goodwill and other intangible assets when
events and circumstances warrant such a review. One of the methods used for this review is performed using estimates of future cash flows. If the carrying value of our goodwill or other intangible assets is considered impaired, an impairment charge
is recorded for the amount by which the carrying value of the goodwill or intangible assets exceeds its fair value. We believe that the estimates of future cash flows and fair value are reasonable. Changes in estimates of such cash flows and fair
value, however, could affect the evaluation.



We record a valuation allowance
to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance,
in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.
Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.



Based on the assessment of our accounting policies and the underlying judgments and
uncertainties affecting the application of those policies, we believe that our condensed consolidated financial statements provide a meaningful and fair perspective of our company.



CONTRACTUAL CASH OBLIGATIONS



The table below summarizes contractual cash obligations outstanding as of September 30, 2004:



|                        |  |                        |           |                   |   |             |  |             |           |                |   |         |  |   |          
|----------------------- |  | ---------------------- | --------- | ----------------- | - | ----------- |  | ----------- | --------- | -------------- | - | ------- |  | - | ---------
|                        |  | Payments Due by Period
|Contractual Obligations |  | Total                  |           | Remainder of 2004 |   | 2005 - 2006 |  | 2007 - 2008 |           | 2009 andBeyond
|Long-term debt          |  | $                      | 3,213,000 |                   | $ | 61,000      |  | $           | 620,000   |                | $ | 336,000 |  | $ | 2,196,000
|Operating leases        |  |                        | 286,000   |                   |   | 53,000      |  |             | 216,000   |                |   | 17,000  |  |   |         
|Employment agreements   |  |                        | 4,428,000 |                   |   | 361,000     |  |             | 2,891,000 |                |   | 820,000 |  |   | 356,000  



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The following discussion about our market risk includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking
statements. We do not use derivative financial instruments for speculative or trading purposes. We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could affect our future results of operations and
financial condition. We manage our exposure to these risks through our regular operating and financing activities.



Foreign exchange



We have foreign-based operations in Canada that accounted for 13% of net sales during the first nine months of 2004 and 14% of net sales during fiscal 2003. We make advances to our foreign subsidiary denominated in
U.S. dollars, exposing the foreign subsidiary to the effect of changes in spot exchange rates of the Canadian dollar relative to the U.S. dollar. We do not regularly use forward-exchange contracts to hedge these exposures. Based on our foreign
currency exchange rate exposure for intercompany advances of approximately $100,000 at September 30, 2004, a 10% adverse change in the currency rate would reduce earnings before tax by approximately $10,000.



Interest rates



Our credit arrangements expose us to fluctuations in interest rates. At September 30, 2004, we had $502,000 outstanding in indebtedness,
which provided for interest to be paid monthly based on a variable rate. Thus, interest rate changes would result in a change in the amount of interest to be paid each month. Based upon the interest rates and borrowings at September 30, 2004, a 10%
increase in interest rates would adversely affect our financial position, annual results of operations, or cash flows by approximately $3,400.



ITEM 4. CONTROLS AND PROCEDURES



An evaluation was
performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures within 90
days before the filing of this report. Based on that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were functioning effectively to provide
reasonable assurance that the information required to be disclosed by us in reports filed under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported with the time periods specified in the SECs
rules and forms. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to their evaluation.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings.



None



Item 2. Changes in Securities.



None



Item 3. Defaults Upon Senior Securities.



None



Item 4. Submission of Matters to a Vote of Security Holders.



None



Item 5. Other Information.



None



Item 6. Exhibits and Reports on Form 8-K.



| | (a) | Exhibits
| | --- | --------



The Exhibit Index filed herewith is incorporated herein by reference.



| | (b) | Reports on Form 8-K
| | --- | -------------------



July 20, 2004  We filed a report on form 8-K in connection with the execution of a ten-year exclusive distributorship agreement with Coral Club
International, Inc.



August 2, 2004  We filed a report
on Form 8-K in connection with the issuance of a press release announcing our second quarter results.



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Royal BodyCare, Inc.RegistrantBy:

/s/ Clinton H. HowardIts:

Chief Executive OfficerBy:

/s/ Steven E. BrownIts:

Vice President-Finance andChief Financial Officer




|      |  |                  
|----- |  | -----------------
|DATE: |  | November 12, 2004
|      |  | Irving, Texas    



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##### Table of Contents

ROYAL BODYCARE, INC.



Exhibit
Index



|               |  |                                                                                                                                      
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                          
|3.1*           |  | Articles of Incorporation of the Company (incorporated by reference to the Companys Annual Report on Form 10-K filed April 26, 2000)
|               | 
|3.2*           |  | By-laws of the Company (incorporated by reference to the Companys Annual Report on Form 10-K filed April 26, 2000)                  
|               | 
|31.1           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              
|               | 
|31.2           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              
|               | 
|32.1           |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               
|               | 
|32.2           |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               

---

|* | Previously filed with the Commission and incorporated herein by reference as indicated.
|- | ---------------------------------------------------------------------------------------



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