UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005
Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period __________ to __________
Commission File Number: 000-29803
EYI INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
88-0407078
(IRS Employer Identification No.)
7865 Edmonds Street
Burnaby, BC CANADA
(Address of principal executive offices)
V3N 1B9
(Zip Code)
Issuer's telephone number, including area code:
(604) 759-5031
NOT APPLICABLE
(Former name, former address and former fiscal year end, if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes X No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 166,803,292 shares of common
stock issued and outstanding as of May 13, 2005.
Transitional Small Business Disclosure Format (check one): Yes ? No ?
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and
footnotes necessary for a complete presentation of financial position,
results of operations, cash flows, and stockholders' equity in conformity
with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal recurring nature.
Operating results for the quarterly period ended March 31, 2005 are not
necessarily indicative of the results that can be expected for the year
ending December 31, 2005.
As used in this quarterly report, the terms "we", "us", "our", and "our
company" mean EYI Industries, Inc. and its subsidiaries unless otherwise
indicated. All dollar amounts in this quarterly report are in U.S. dollars
unless otherwise stated.
EYI INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2005 December 31, 2004
(Unaudited)
______________ _________________
CURRENT ASSETS
Cash $5,450 $ 33,018
Restricted cash 100,370 100,248
Accounts receivable,
net of allowance 62,440 45,806
Related party receivables - 4,996
Prepaid expenses 824,047 857,170
Inventory 195,071 239,641
______________ ________________
TOTAL CURRENT ASSETS 1,187,378 1,280,879
______________ ________________
OTHER ASSETS
Property, plant and
equipment, net 55,208 60,336
Deposits - 24,361
______________ ________________
TOTAL OTHER ASSETS 55,208 84,697
______________ ________________
INTANGIBLE ASSETS 16,291 16,561
______________ ________________
TOTAL ASSETS $1,258,877 $1,382,137
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank indebtedness $13,780 $72,456
Accounts payable and
accrued liabilities 1,398,316 1,218,178
Accounts payable -
related parties 691,473 590,146
Interest payable,
convertible debt 16,781 10,616
Notes payable -
related party 90,000 90,000
Convertible debt-
related pary,
net of discount 417,886 379,724
Loan payable,
Cornell 200,000 -
_____________ ________________
TOTAL CURRENT
LIABILITIES 2,828,236 2,361,120
_____________ ________________
MINORITY INTEREST
IN SUBSIDIARY 331,231 346,819
______________ _________________
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001
par value;10,000,000 shares
authorized, no shares
issued and outstanding - -
Common stock, $0.001 par value;
300,000,000 shares authorized,
166,553,292 and 162,753,092
shares issued and outstanding,
respectively 166,553 162,753
Additional paid-in
capital 3,264,806 3,048,606
Stock options and
warrants 2,732,044 2,563,043
Subscription
receivable (195,000) (15,000)
Accumulated deficit (7,868,993) (7,085,205)
_____________ ______________
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) (1,900,590) (1,325,802)
_____________ ______________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $1,258,877 $ 1,382,137
========== ==========
The accompanying condensed notes are an integral part of
these financial statements.
EYI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March Three Months Ended March
31, 2005 31, 2004
(Unaudited) (Unaudited)
__________________ ________________________
REVENUE $1,313,768 1,529,195
COST OF GOODS SOLD
251,148 417,490
_________________ ________________________
GROSS PROFIT BEFORE
COMMISSION
EXPENSE 1,062,620 1,111,705
COMMISSION EXPENSE
471,605 414,605
_________________ _________________________
GROSS PROFIT AFTER COST OF GOODS
SOLD AND COMMISSION EXPENSE
591,015 697,100
_________________ _________________________
OPERATING EXPENSES
Consulting fees 237,962 250,520
Legal and
professional 69,125 20,052
Customer service 86,534 124,339
Finance and
administration 208,080 219,223
Sales and
marketing 3,718 27,556
Telecommuni-
cations 119,162 105,062
Wages and
benefits 406,627 252,066
Warehouse
expense 105,900 105,060
_________________ ________________________
TOTAL OPERATING
EXPENSES 1,237,108 1,103,878
_________________ ________________________
LOSS FROM
OPERATIONS (646,093) (406,778)
_________________ ________________________
OTHER INCOME (EXPENSES)
Interest and other
income 3,149 6,238
Interest
expense (20,136) (21,480)
Foreign currency
gain(discount)(136,296) (8,803)
__________________ ________________________
TOTAL OTHER
INCOME
(EXPENSES) (153,283) (24,045)
__________________ ________________________
NET LOSS
BEFORE TAXES (799,376) (430,823)
PROVISION FOR
INCOME TAXES - -
__________________ ________________________
NET LOSS BEFORE
ALLOCATION TO
MINORITY
INTEREST (799,376) (430,823)
ALLOCATION OF LOSS TO MINORITY
INTEREST 15,588 8,616
__________________ ________________________
NET LOSS $ (783,788) $(422,207)
================== ========================
BASIC AND DILUTED
NET LOSS PER COMMON
SHARE $nil $nil
================== ========================
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUSTANDING
FOR BASIC AND DILUTED CALCULATION
157,060,345 149,845,868
================== ========================
The accompanying condensed notes are an integral part of
these financial statements.
EYI INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock Discount
Additional On
Number of Paid-in Common Subscription Options/ Retained
Shares Amount Captial Stock Receivable Warrants Earnings TOTAL
______________ ______ ___________ _______ ____________ ________ __________ _______
Stock issued
for cash on
June 21, 2002
23,026,200 $23,026 $6,974 $- $- $- $- $30,000
Contribution
of assets,
liabilities
and
subsidiaries
acquired at
June 30,2002 92,104,800 92,105 - (53,598) - - - 38,507
Net loss for period
ended June 30,
2002 - - - - - - (7,967) (7,967)
__________ ________ ______ _______ _______ ______ _________ _________
Balance, June 30,
2002 115,131,000 115,131 6,974 (53,598) - - (7,967) 60,540
Shares issued
for cash in
private placement
for $1.50 per share,
net of prorata share of
private placement
fees of
$61,206 2,914,603 2,915 477,307 - - - - 480,222
Net loss for
fiscal year
ended
June 30, 2003 - - - - - - (1,644,456) (1,644,456)
Balance, June
30, 2003 118,045,603 118,046 484,281 (53,598) - - (1,652,423) (1,103,694)
Recapitalization
and share exchange
(restated)30,135,067 30,135 343,691 - - 128,385 - 502,211
Net loss for fiscal year
ended December
31, 2003 - - - - - (969,987) (986,987)
Balance,December 31,
2003(re-
stated) 148,180,670 148,181 827,972 (53,598) - 128,385(2,622,410)(1,571,470)
Common stock
issued at $0.20
including
warrants less
expenses
of
$28,715 1,466,455 1,466 146,930 - - 70,844 - 219,240
Stock issued at
$0.165 per share
for cashless
exercise of options in
form of foregone
debt 3,200,000 3,200 524,800 - - - - 528,000
Stock issued for
exercise of options
at $0.20 per share
in lieu of payment
of legal
fees 300,000 300 59,700 - - - - 60,000
Stock issued at
$0.165 per share
for cash and
promissory note for
exercise of
options 1,000,000 1,000 164,000 - (15,000) - - 150,000
Common stock issued
at $0.21 including
warrants 5,476,190 5,476 487,381 - - 657,143 - 1,150,000
Common stock issued
at $0.21 including
warrants less expenses
of $3,231 566,833 567 36,369 - - 78,869 - 115,805
Stock issued for
exercise of options at
$0.22 per share in lieu
of consulting
fees 50,000 50 10,950 - - - - 11,000
Stock issued for
deferred financing
costs 1,300,000 1,300 388,700 - - - - 390,000
Adjustment to
subsidiaries stock held
by minority int-
erest 176,534 177 33,126 - - - - 33,303
Stock issued at $0.28
per share for consulting
agree-
ment 350,000 350 97,650 - - - - 98,000
Vested stock options
issued for consulting at
an average price
of $0.18 per
option - - - - - 128,250 - 128,250
Vested stock options
issued for
compensation at an
average price of
$0.18 per
option - - - - - 1,078,277 - 1,078,277
Stock issued at $0.165
per share for cash and
promissory note for
exercise of
options 36,360 36 7,236 - - - - 7,272
Stock issued for
exercise of options at
$0.08 per share in lieu
of consulting
fees 200,000 200 15,800 - - - - 16,000
Stock issued for
exercise of options at
$0.08 per share in lieu
of consulting
fees 250,000 250 19,750 - - - - 20,000
Stock issued for
exercise of options at
$0.11 per share by the
CEO
200,250 200 31,841 - - (10,013) - 22,028
Cancellation of
discount on common
stock
- - (53,598) 53,598 - - - -
Beneficial conversion
of convertible
debt - - 250,000 - - - - 250,000
Vested stock options
issued for
compensation and
consulting at an
average price of
$0.12 - - - - - 1,087,900 - 1,087,900
Cancelled stock
options issued for
compensation and
consulting at an
average price of
$0.19 per option
- - - - - (656,612) - (656,612)
Net loss for period
ended December 31,
2004 - - - - - - (4,462,795)(4,462,795)
Balance December 31,2004
$162,753,292 $162,753 $3,048,606 $ - $(15,000) $2,563,043 $(7,085,205)$(1,325,802)
Stock issued at $0.06
per Share for promissory
note for exercise of
options
3,000,000 3,000 177,000 - (180,000) - - -
Vested stock options
issued for consulting at
an average price of
$0.07 per share
- - - - - 35,250 - 35,250
Vested stock options
issued for employee
compensation at an
average price of $0.07
per share
- - - - - 133,750 - 133,750
Stock issued to
employee for financing
guaranty & pledge
valued at $0.05 per
share
800,000 800 39,200 - - - - 40,000
Net loss for period
ended March 31, 2005
- - - - - - (783,788) (783,788)
_______ _________ _________ ___________ ____________ _____________ ___________ _____________
Balance March 31,
2005 (Unaudited)
$166,533,292 $166,533 $3,264,806 $- $(195,000) $2,732,043 $(7,868,993)$(1,900,590)
The accompanying condensed notes are an integral part of
these financial statements.
EYI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004
(Unaudited) (Unaudited)
___________________ __________________
CASH FLOWS PROVIDED (USED)
BY OPERATING ACTIVITIES
Net loss $(783,788) $(422,207)
Loss allocated to
minority interest 15,588 8,616
__________________ __________________
(799,376) (430,823)
__________________ __________________
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 16,949 27,036
Stock and warrants issued for employee
compensation and consulting 169,000 98,000
Stock issued for options exercised in
lieu of debt - -
Stock issued for financing guaranty &
pledge 40,000 -
Discount recognized on convertible debt 38,162 -
Decrease (increase) in:
Related party receivables 4,996 224
Accounts receivable (16,634) (115,221)
Prepaid expenses 33,123 (46,874)
Inventory 44,570 32,612
Deposits 24,361 -
Increase (decrease) in:
Accounts payable and accrued liabilities 180,138 68,316
Accounts payable - related parties 101,327 94,257
Customer deposits - 67,976
Interest payable, convertible debt 6,165 -
__________________ _________________
Net cash used by operating activities (157,219) (204,497)
__________________ _________________
CASH FLOWS PROVIDED (USED) BY INVESTING
ACTIVITIES
Decrease (increase) in restricted cash (122) 13,486
Decrease (increase) in property, plant,
and equipment (11,551) -
__________________ _________________
Net cash provided by investing
activities (11,673) 13,486
__________________ _________________
CASH FLOWS PROVIDED (USED) BY FINANCING
ACTIVITIES
Net change in bank indebtedness (58,676) (37,664)
Issuance of stock, net of
private placement costs and warrants - 219,242
Net proceeds from loan payable-Cornell 200,000 -
Net cash provided by financing __________________ _________________
activities 141,324 181,578
__________________ _________________
Net increase in cash and cash
equivalents (27,568) (9,433)
CASH - Beginning of Year 33,018 52,073
__________________ _________________
CASH - End of Period $ 5,450 $ 42,640
================== =================
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest expense paid $ 20,136 $ 21,480
Income taxes paid $ - $ -
NON-CASH INVESTING AND FINANCING
TRANSACTIONS:
Stock options vested and warrants issued for employee
compensation and consulting $ 169,000 -
Stock issued for financing guaranty
and pledge $ 40,000 -
Discount recognized on convertible
debt $ 38,162 -
Common stock issued for services $ - 98,000
The accompanying condensed notes are an integral part of
these financial statements.
EYI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
NOTE 1 - DESCRIPTION OF BUSINESS
Essentially Yours Industries, Inc. (hereinafter "EYI") was incorporated on
June 21, 2002 in the State of Nevada. The main business activities of
Essentially Yours Industries, Inc. were acquired through a merger
with the former entity, Burrard Capital, Inc., and other entities
involved in EYI's reorganization. On December 31, 2003, EYI entered into
a share exchange agreement of its stock with Safe ID Corporation
("Safe ID"). This transaction was accounted for as a share exchange
and recapitalization. As a result of this transaction, Safe ID has changed
its name to EYI Industries, Inc. ("the Company") and is acting as the
parent holding company for the operating subsidiaries.
The principal business of the Company is the marketing of health and wellness
care products. The Company sells its products through network marketing
distributors, which in turn, sell the products to the end customers. The
Company maintains its principal business office in Burnaby, British Columbia.
Effective for the period ended December 31, 2003, the Company elected to change
its year-end from June 30 to December 31.
The Company has four wholly owned subsidiaries. The first subsidiary is
Halo Distribution LLC (hereinafter "Halo", which was organized on January
15, 1999, in the State of Kentucky. Halo is the distribution center for the
Company's product in addition to other products. The second subsidiary is RGM
International Inc., which was incorporated on July 3, 1997, in the State
of Nevada. RGM International Inc. is a dormant investment company, which
owns one percent of Halo. The third subsidiary is Essentially Yours
Industries (Canada) Inc. (hereinafter "EYI Canada"), which was organized
on September 13, 2002, in the province of British Columbia, Canada. EYI
Canada markets health and wellness care products for use in Canada. The
fourth subsidiary is 642706 B.C. Ltd., doing business as EYI Management,
which was organized on February 22, 2002, in the province of British Columbia,
Canada. EYI Management provides accounting and marketing services to the
consolidated entity.
In addition, the Company owns approximately 98% of Essentially Yours
Industries,Inc. ("EYII"), incorporated on June 21, 2002 in the State
of Nevada. EYII markets health and wellness care products for use in
USA. The Company also owns 51% of World Wide Buyers' Club Inc., a Nevada
corporation, which was organized by a joint venture agreement effective
May 6, 2004.
Basis of Presentation
The accompanying interim condensed financial statements are prepared
in accordance with rules set forth in Regulation SB of the Securities
and Exchange Commission. As said, these statements do not include all
disclosures required under generally accepted principles and should
be read in conjunction with the audited financial statements for the
year ended December 31, 2004. In the opinion of management, all
required adjustments which consist of normal re-occurring accrual
have been made to the financial statements.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
This summary of significant accounting policies of EYI Industries, Inc., is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United
States of America, and have been consistently applied in the preparation of
the financial statements.
Accounts Receivable and Bad Debts
The Company estimates bad debts utilizing the allowance method, based upon
past experience and current market conditions. At March 31, 2005 and
December 31, 2004, the Company recorded allowances of $19,853 and $16,321
to cover accounts receivable balances over 60 days.
Inventory
The Company records inventories at the lower of cost or market on a first-in,
first-out basis. Our product inventory is review each month and also when the
re-order of the product is necessary. On a monthly basis, our inventory is
reviewed based on the expiration of our existing inventory. Product that has
a shelf-life of less than 60 days is written off or discounted.
A re-order review consists of an evaluation of our current monthly sales
volume of the product,costs of product, shelf-life of the product, and
the manufacturers minimum purchase requirement which all determine the
overall potential profitability or loss of re-ordering. If the re-order
of the product has an assessed loss, then the recommendation to management
is to remove the product from the product line.
Restricted Cash
Restricted cash includes deposits held in a reserve account in the amount
of $100,370 and $100,248 at March 31, 2005 and December 31, 2004 respectively.
Such deposits are required by the bank as protection against unfunded charge
backs and returns of credit card transactions.
Revenue Recognition
The Company is in the business of selling nutritional products in two
categories:dietary supplements and personal care products. Sales of
personal care products represent less than 5% of the overall revenue and
therefore are not classified separately in the financial statements. The
Company recognized revenue from product sales when the products are
shipped and title passes to customer. Administrative fees charged to
the Independent Business Associates are included in the gross sales
and amounted $41,096 and $67,500 for the three months ended March 31, 2005
and March 31, 2004 respectively.
Stock Options and Warrants Granted to Employees and Non-Employees
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), defines a fair value-based
method of accounting for stock options and other equity instruments. The
Company has adopted this method, which measures compensation costs based
on the estimated fair value of the award and recognizes that cost over the
service period.
Going Concern
As shown in the accompanying financial statements, the Company had negative
working capital of approximately $1,640,000 and an accumulated deficit
incurred through March 31, 2005. The Company also has limited cash resources
and a history of recurring losses. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and classification
of liabilities that might be necessary in the event the Company cannot
continue in existence.
Management has established plans designed to increase the sales of the
Company's products, and decrease debt. The Company plans on continuing
to reduce expenses,and with small gains in any combination of network
sales, direct sales, international sales, and warehouse sales, believe
that they will eventually be able to reverse the present deficit.
Management intends to seek additional capital from new equity securities
offerings that will provide funds needed to increase liquidity, fund
internal growth and fully implement its business plan. Management
plans include negotiations to convert significant portions of existing
debt into equity.
The timing and amount of capital requirements will depend on a number of
factors, including demand for products and services and the availability
of opportunities for international expansion through affiliations and other
business relationships.
NOTE 3 - REORGANIZATION
On May 27, 2002, Mr. Jay sargeant, a shareholder of Essentially Yours
Industries, Corp. ("EYI Corp.") agreed to acquire all of the shares of
Essentially Yours Industries, Inc. ("EYII"), along with the transfer
agreement, license agreement and agency appoitnment agreement as described
below, in settlement of amounts owed to him. As part of this transaction,
EYI Corp. agreed to provide EYII the services outlined in a management
agreement. These agreements became effective on June 30, 2002. EYII owns
ninety-nine percent of Halo Distribution LLC ("HALO"). The other one percent
of Halo is owned by RGM International, Inc. ("RGM"), a former subsidiary of
EYI Corp., which was transferred to Mr. Sargeant as additional consideration.
On June 30, 2002, the shareholder of EYII exchanged all of the outstanding
shares of EYII for 12,000,000 common shares of Burrard Capital Inc.
("Burrard"),a shell company with no assets or business operations.
Concurrent with this transaction, EYII was merged into Burrard with
Burrard emerging as the surviving entity. The combined entity was renamed
Essentially Yours Industries, Inc. For accounting purposees, the acquisition
has been treated as a recapitalization of EYII with EYII as the acquirer.
Prior to the merger, EYII and RGM were considered to be dormant companies,
with the activities of HALO being consolidated directly with EYII Corp.
although the legal ownership was vested in EYII and RGM.
Therefore, the losses from HALO operations and the other economic impacts prior
to June 30, 2002 are considered to be the separate activity of EYI Corp.
On June 30, 2002, EYII took over the sales and marketing activities of its
former holding company and entered into various agreements with that
Company as follows:
Transfer Agreement
As part of the aforementioned transaction and for consideration of $1,
EYI Corp. transferred and assigned to EYII all of its rights, title and
interest in and to the contract with its Independent Business Associates
and any other contracts that may be identified by the parties as being
inherent or necessary to the sales and marketing activities to EYII.
License Agreement
EYI Corp. licensed to EYII all of the rights, title, and interest that
it may have in various intellectual properties for $1 per year for a
term of 50 years. The Company has the option at any time to require
EYI Corp. to transfer all of its rights, title, interest in and to the
intellectual properties to the Company at the sum of $1 or such greater
sum as may be determined to be the fair market value of such intellectual
property as determined by agreement between the parties, by arbitration
or by the appropriate taxation authorities after all assessments and
appeals have been concluded.
Agency Appointment and Agreement
EYI Corp. appointed EYII as the sole and exclusive agent to sell its
remaining inventory on hand as of June 30, 2002 at the prices previously
established, and to contine to sell at such price unless and until any
change is agreed upon with EYI Corp. In consideration for its efforts,
the Company is entitled to sales commission of fifteen percent on all
sales of such inventory.
Management Agreement
EYI Corp. agreed to perform various services such as administration, computer
support, and sales and customer support, on behalf of EYII for a term of one
year commencing June 30, 2002. The services and duties to be provided and
performed by EYI Corp. for EYII shall be determined and agreed upon by the
parties, from time to time, as required provided however, it is understood
and agreed that such services will primarily consist of assisting EYII in
the sales and marketing business. At the date of these financial statements,
the agreement had expired, and EYII was operating on a month-to-month basis
for management services with EYI Corp.
The remuneration to be paid by EYII to EYI Corp. for the aforementioned
services is to be negotiated by the parties from time to time, provided
however, the parties agree that the remuneration to be paid shall be
consistent with industry standards for the type and nature of the
services or duties being provided. At the present time, EYII has agreed
to pay EYI Corp. actual expenses plus a fee of 5% on these expenses.
NOTE 4 - ACCOUNTS RECEIVABLE AND CREDIT RISK
Accounts receivable at March 31, 2005 and December 31, 2004 consist
primarily of amounts due from third parties for distribution services
provided by Halo and direct retail clients of EYII.
NOTE 5 - PROPERTY AND EQUIPMENT
Capital assets are recorded at cost. Depreciation is calculated using the
straight line method over three to seven years.
NOTE 6 - CONVERTIBLE LOANS PAYABLE
On June 2, 2004, the Company issued to Cornell Capital Partners, LP a 5%
secured convertible debenture in the principal amount of $250,000 with a
term of two years, and interest at 5%. The debenture is convertible into
the Company's common stock at a price per share equal to the lessor of (a)
120% of the closing bid price by the second anniversary date of issuance or
(b) 100% of the lowest daily volume weighted average price for the 30 days
immediately prior to conversion. On June 24, 2004, the Company received
the $250,000 loan less related expenses of approximately $65,000 which has
been allocated as discount on debt and will be amortized over a two year
period. The convertible securities are guaranteed by the assets of the
Company. Under the agreement, the Company is required to keep available
common stock duly authorized for issuance in satisfaction of the convertible.
The conversion amount will be the face amount of the convertible plus interest
at the rate of 5% per annum from the closing date of June 24, 2004 to the
conversion date, which is the date on which the Company receives a notice of
conversion from the investor exercising the right to convert the convertible
into common shares of the Company. The debt will automatically convert into
common stock on the second anniversary date of issuance. The terms of the
debt do not require regular monthly payments.
On September 24, 2004, the Company issued to Cornell Capital Partners,
LP ("Cornell") a 5% secured convertible debenture in the principal amount
of $250,000 with a term of two years, and interest at 5%. The debenture is
convertible into the Company's common stock at a price per share equal to
the lessor of (a) 120% of the closing bid price by the second anniversary
date of issuance or (b) 100% of the lowest daily volume weighted average
price for the 30 days immediately prior to conversion. On September 27,
2004, the Company re-assigned $245,000 of this debenture to Taib Bank, E.C.
and reassigned $5,000 of debenture B to an individual. Under the debenture
agreement, the Company's failure to issue unrestricted, freely tradable common
stock to Cornell or Taib Bank or the individual upon conversion after the
registration statement filed pursuant to this transaction has been declared
effective would be considered an event of default, thereby entitling Cornell
to accelerate full repayment of the convertible securities then outstanding.
Under the agreement, the Company is required to maintain available common
stock duly authorized for issuance in satisfaction of the convertible. On
September 24, 2004 the Company received the $250,000 loan less related expenses
of approximately $55,000, which has been allocated as discount on debt and
will be amortized over a two year period. The convertible securities are
guaranteed by the assets of the Company. Under the agreement, the Company is
required to keep available common stock duly authorized for issuance in
satisfaction of the convertible. The conversion amount will be the face amount
of the convertible plus interest at the rate of 5% per annum from the closing
date of September, 2004 to the conversion date, which is the date on which the
Company receives a notice of conversion from the investor exercising the right
to convert the convertible into common shares of the Company. The convertible
will automatically convert into common stock on the second anniversary date
of issuance. The terms of the debt do not require regular monthly payments.
The convertible debentures contained a beneficial conversion feature computed
at its intrinsic value that was the difference between the conversion price and
the fair value on the debenture issuance date of the common stock into which the
debt was convertible, multiplied by the number of shares into which the debt
was convertible at the commitment date. Since the beneficial conversion feature
was to be settled by issuing equity, the amount attributed to the beneficial
conversion feature, or $250,000, at December 31, 2004 and $0 at march 31, 2005,
was recorded as an interest expense and a component of stockholders' equity on
the balance sheet date.
Standby Equity Distribution Agreement
In June, 2004, the Company entered into a standby equity distribution agreement
with Cornell Capital Partners, LP ("Cornell"). Pursuant to this agreement,
Cornell will purchase up to $10,000,000 of the Company's common stock through
a placement agent over a two-year period after the effective registration of
the shares. In addition, the Company issued 1,300,000 shares of its common
stock to Cornell and the placement agent upon the inception of the standby
equity distribution agreement. The $390,000 value of these shares was
recognized as a period expense due to the fact that the 1,300,000 shares
have been deemed to be fully earned as of the date of the agreement.
NOTE 7 - INTANGIBLE ASSETS
Intangible assets consist of rights, title, and interest in and to the
contracts with the Company's independent business associates as well as the
rights and licenses to trademarks and formula for the Company's primary
products. These rights and licenses were obtained from the Company's former
parent pursuant to a transfer agreement, as well as from the Company's
primary shareholder.
Trademarks and Formulas
Costs relating to the purchase of trademarks and formulas were capitalized and
amortized using the straight-line method over ten years, representing the
estimated life of the assets.
NOTE 8 - CAPITAL STOCK
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock with
a par value of $0.001. As of March 31, 2005 and December 31, 2004 the Company
has not issued any preferred stock.
Common Stock
The Company is authorized to issue 300,000,000 shares of common stock. All
shares have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders of more
than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
On February 10, 2005, we entered into a loan agreement with one of our
employees, pursuant to which we loaned her $180,000 for the purpose of
exercising 3,000,000 incentive stock options issued to her under our
stock compensation program. The loan is payable on demand and accrues
interest at a rate of 4% per annum. The loan was secured by a promissory
note dated effective February 10, 2005 and deemed to be a subscription
receivable. (See Note 11)
On February 14, 2005 the Company entered into a bonus share agreement
with one of our employees and issued 800,000 shares of our common stock
at a deemed price of $0.05 per share. These shares were given in
consideration for providing the guarantee and pledge necessary for the
Cornell loan. (See Note 10). The shares are to be issued pursuant to
Regulation S of the Securities Act.
NOTE 9 - COMMON STOCK OPTIONS AND WARRANTS
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (hereinafter "SFAS No. 123"), defines a fair value-based
method of accounting for stock options and other equity instruments.
The Company has adopted this method, which measures compensation costs
based on the estimated fair value of the award and recognizes that cost
over the service period.
In accordance with SFAS No. 123, the fair value of stock options and warrants
granted are estimated using the Black-Scholes Option Price Calculation. The
following assumptions were made to value the stock options and warrants for
the period ended March 31, 2005; estimated risk-free interest rate of 4%,
estimated volatility of 120% and term of two years.
Stock Options
Following is a summary of the status of the stock options during the
three months:
Number of Shares Weighted Average
Exercise Price
Outstanding at December 31, 2004 19,747,390 $ 0.14
Granted 6,250,000 $ 0.06
Exercised (3,000,000) $ 0.06
Forfeited - -
Options outstanding at March 31, 2005 22,997,390 $ 0.143
========== ==========
Options exercisable at March 31, 2005 20,875,390 $ 0.12
========== ==========
Weighted average fair value of options granted $ 0.11
==========
Summarized information about stock options outstanding and exercisable
at March 31, 2005 is as follows:
Options Outstanding
Exercise Weighted Ave. Weighted Ave.
Price Number Remaining Exercise
Range of Shares Life Price
$0.04- 22,997,390 2.00 $ 0.13
$0.26
Options Outstanding
Exercise Weighted Ave. Weighted Ave.
Price Number Remaining Exercise
Range of Shares Life Price
$0.11- 20,875,390 2.00 $ 0.12
$0.22
Number of Weighted Average Average Exercise
Warrants Remaining Life Price
Outstanding and 2,751,746 2 $0.11
exercisable
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Purchase Agreement
On June 30, 2002, the Company entered into a distribution and license
agreement with a company in which one of the Company's directors has
an ownership interest. The agreement gives the Company the exclusive
right to market, sell and distribute certain products for a five-year
renewable term. Management estimates that 90% of the Company's sales
volume results from products supplied under this licensing agreement.
In the event that the Company is unable to meet the minimum purchase
requirements of the licensing agreement or the terms requiring it to
pay 15% of the difference between the minimum purchase amount
referred to above and actual purchases for that year in which there
is a shortfall, then the licensor has various remedies available to
it including, renegotiating the agreement, removing exclusivity rights,
or terminating the agreement.
As of the date of these financial statements, the purchase requirements
have not been made and it has been determined by the Company to be a
remote possibility that the licensor will enforce the minimum purchase
requirements, therefore, there has not been an accrual made to the
financial statements to reflect any estimated liability pertaining to
this agreement due to the fact that the maximum time period to make a
claim expired prior to the issuance of the financial statements.
Lease Payments
The Company has operating lease commitments for its premises, office
equipment and an automobile. The minimum annual lease commitments
are as follows:
Year ended December 31, Minimum Amount
2005 $262,805
2006 276,739
2007 182,432
2008 135,000
2009 and thereafter 435,000
Management Agreement
EYI Corp. has agreed to perform various services and administrative
assistance to the Company on a month to month basis commencing April 1,
2004. The services and duties to be provided and performed by EYI
Corp. for EYII shall be determined and agreed upon by the parties, from
time to time, as required, provided however, it is understood and agreed
that such services will primarily consist of assisting EYII in the sales
and marketing business.
The remuneration to be paid by EYII to EYI Corp. for the aforementioned
services shall be the cost of actual expenses plus a fee of five (5%)
percent for services provided.
Regulatory Risks and Claims
The Company's products are subject to regulation by a number of federal,
state, entities, as well as those of foreign countries in which the
Company's products are sold. These regulatory entities may prohibit, or
restrict, the sale, distribution, or advertising of the Company's products
for legal, health or safety, related reasons. In addition to the potential
risk of adverse regulatory actions, the Company is subject to the risk of
potential product liability claims.
Secured Promissory Note
On February 24, 2005 we received a loan of $200,000 from Cornell secured
by a secured promissory note. Under the terms of the secured promissory
note, the loan is payable by April 24, 2005 and accrues interest at a
rate of 12% per annum. In connection with the issuance of the Secured
Note, we agreed to: (i) pay Cornell a fee of $20,000; and (ii) pay
Yorkville Advisors Management LLC a structuring fee in the amount
of $2,500. As a condition to Cornell's entry into the Secured Note
on February 24, 2005, an employee of EYI, Janet Carpenter, entered
into a guaranty agreement with Cornell and a pledge and escrow
agreement with Cornell with David Gonzalez. Pursuant to the
terms of the guaranty agreement and the pledge and escrow
agreement, Ms. Carpenter agreed to: (i) personally guarantee
the payment and performance obligations of EYI under the Secured
Note; and (ii) pledge to Cornell 3,000,000 shares of EYI held by
her to secure the obligations of EYI under the Secured Note. In
consideration of Ms. Carpenter providing the guarantee and pledge,
EYI entered into a bonus share agreement dated February 14, 2005
with Ms. Carpenter, pursuant to which we agreed to issue to Ms.
Carpenter 800,000 shares of our common stock at a deemed price
of $0.05 per share. The shares are to be issued to Ms. Carpenter
pursuant to Regulation S of the Securities Act. (See Note 8).
Subsidy Agreements
On July 23, 2004, the Company entered into subsidy agreements with three
related parties in which the Company agreed to pay a guaranteed amount of
$2,500 per week to each party for sales and marketing services. This is
in lieu of all commissions earned by each of these three individuals. The
Company has renewed these agreements every 12 weeks since they became
effective.
Standby Equity Distribution Agreement
On June 22, 2004, the Company entered into a two-year standby equity
distribution agreement with Cornell Capital Partners LP ("Cornell").
Pursuant to this agreement, Cornell will purchase up to 10,000,000 shares
of the Company's common stock through a placement agent. The Company
issued 1,300,000 shares of its common stock to Cornell and the placement
agent upon the inception of this agreement. The $390,000 value of these
shares was based on the fair market value of the shares on the date of
the contract and is recognized as a period expense due to the fact that
the 1,300,000 shares have been deemed to be fully earned as of the date
of the agreement. (See Note 6.)
Other Matters
The Company's predecessor organization, Essentially Yours
Industries Corp. ("EYIC"), a British Columbia corporation, has outstanding
claims from the Internal Revenue Service for penalties and interest of
approximately $2,000,000. Furthermore, one or more states may have claims
against EYIC for unpaid state income taxes. Management believes that these
claims are limited solely to EYIC and that any prospective unpaid tax claims
against the Company are remote and unable to be estimated.
In February, 2004 we entered into a letter of commitment with Source, Inc.
("Source") for the purpose of further developing our corporate marketing
position with Source and for assistance in raising equity capital. Pursuant
to the terms the letter agreement, we agreed to: (i) pay Source 20% of the
gross revenues generated by Source under a Corporate Marketing Organization
Agreement ("CMO Agreement") previously entered into with Premier Lifestyles
International Corporation, a company related to Source; (ii) to offer up to
$4,000,000 of EYI restricted stock over a 90 day period at $0.21 per share
and warrants exercisable at a price of $0.30 per share for investors referred
to EYI by Source in connection with any equity offerings by EYI; (iii) at the
end of the 12 months period following execution of the agreement, and if
Source had referred enough investors to raise a minimum of $500,000, to issue
to Source $1,800,000 in common stock of EYI or pay the balance in cash; and
(iv) on a monthly basis, during the 12 month period, pay 50% of all monies
collected by EYI from Source referred investors, to be paid to Source towards
the $1,800,000 to pay for the CMO Agreement and $300,000 towards a proposed
web portal. Subsequently,we terminated the CMO agreement in accordance with
its terms in July 2004, and notified Source that they failed to raise the
minimum funding of $500,000 in connection with EYI's equity offering closing
in June, 2004. Source has notified EYI that they dispute the fact that they
did not raise the minimum financing amount. Management believes that if Source
were to advance any such claims against EYI its chance of success would be
remote and we intend to vigorously defend against any potential legal claims
respecting this matter.
NOTE 11 - RELATED PARTY NOTE PAYABLE
The Company issued two promissory notes, for a total of $90,000 in
December 2003. The notes are unsecured, non-interest bearing and are
payable upon demand.
On February 10, 2005 we entered into a loan agreement with one of
our employees, pursuant to which we loaned her $180,000.
(See Note 8 and 10).
On February 14, 2005 the Company entered into a bonus share agreement
with one of our employees and issued 800,000 shares of our common
stock according to the terms of the agreement. (See Note 8 and 10).
NOTE 12 - CONCENTRATIONS
Bank Accounts
The Company maintains its cash accounts in two commercial banks. During
the year, the Company may maintain balances in excess of the federally
insured amounts in the accounts that are maintained in the United States.
The Company also maintains funds in commercial banks in Vancouver, British
Columbia, in which funds in U.S. dollars are not insured. At March 31, 2005
and December 31, 2004, a total of $0, and $248 respectively, was not insured.
Economic Dependence
During the year, the Company purchased approximately 90% of its products for
resale from one company,Nutri-Diem Inc., which is the sole supplier of the
Company's flagship product Calorad. Pursuant to a purchase agreement, the
Company is subject to minimum purchases per annum. (See Note 10.)
NOTE 13 - RELATED PARTY TRANSACTIONS
On May 27, 2002, Mr. Jay Sargeant, a shareholder of Essentially Yours
Industries, Corp. ("EYI Corp.") agreed to acquire all of the shares of the
Essentially Yours Industries, Inc. ("EYII"), along with the transfer agreement,
license agreement, and agency appointment agreement, in settlement of amounts
owed to him. As part of this transaction, EYI Corp. agreed to provide to EYII
the services outlined in a management agreement.
The Company acquired, through agreements with Essentially Yours Industries,
Corp. ("EYI Corp"), the rights, title, and interest in and to the contracts
with the Company's Independent Business Associates as well as the rights and
licenses to trademarks and formula for the Company's primary products.
Expanded details are explained in Note 7.
Accounts payable to related parties represents amounts due to the president and
chief executive officer for services preformed during the last year as well as
to other related parties and the company with which they have a signed
management agreement. These payables are non-interest bearing and non-
collateralized.
See note 10 regarding subsidy agreements with related parties.
During the year, the Company purchased approximately 90% of its products
for resale from one company, Nutri-Diem Inc., which is owned in part by
a director of the Company.
NOTE 14 - SUBSEQUENT EVENTS
On May 13, 2005 the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP ("Cornell") pursuant to which
we entered into the following agreements: a Registration
Rights Agreement, an Escrow Agreement, and a Placement Agent Agreement. Pursuant
to the terms of the new Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell shares of our common stock for a total
purchase price of $10 million. If we request advances under the Standby Equity
Distribution Agreement, Cornell will purchase shares of our common stock for
98% of the lowest volume weighted average price on the Over-the-Counter
Bulletin Board or other principal market on which our common stock is traded
for the 5 days immediately following the advance notice date. Cornell will
retain 5% of each advance under the new Standby Equity Distribution Agreement.
We may not request advances in excess of a total of $10 million. Pursuant
to the terms of our Registration Rights Agreement and the Standby Equity
Agreement with Cornell, we agreed to register and qualify, among other
things, the additional shares due to Cornell under the Standby Equity
Agreement under a registration statement filed with the SEC. We signed
a Termination Agreement on May 13, 2005, for the purpose of terminating
our Standby Equity Distribution Agreement, Registration Rights Agreement
and Escrow Agreement previously entered into with Cornell on June 22, 2004.
On May 11, 2005 the Company entered into a Reseller Agreement with MARTI for
a term of five (5) years, pursuant to which MARTI appointed EYII as the
exclusive distributor of certain specially formulated MARTI products on a
consignment basis and provide EYII with a 1000 units of inventory for sale
to its customers, proceeds of which are subject to fee payments to MARTI as
set out in the schedules accompanying the agreement.
On April 22, 2005 EYII entered into a Fulfillment Services Agreement with
Source 1 Fulfillment ("Source One") to warehouse and ship our products.
Pursuant to the terms of the agreement, Source One agreed to provide certain
storage and fulfillment services to EYII at the rates set out in the schedules
to the agreement. Source One also agreed to pay a referral commission of 10%
of all handling fees for any client EYII brings to Source One. The agreement
is for a term of one year and automatically renews each year unless terminated
by either party in accordance with the terms of the agreement. Subsequently
in May, 2005 we ceased warehousing and distributing our products through Halo
Distribution LLC ("Halo"), our wholly owned subsidiary. We presently intend
to continue warehousing and shipping our products through Source One.
On April 4, 2005 we entered into a redemption agreement with TAIB Bank E.C.
("TAIB") pursuant to which TAIB agreed to acquire by assignment a two year
5% secured convertible debenture issued to Cornell in the amount of $245,000,
and a two year 5% convertible debenture in the amount of $5,000 held by Kent
Chou, in consideration of which we agreed not to modify or renegotiate the
terms of our Standby Equity Distribution Agreement ("SEDA") with Cornell,
and to use any proceeds obtained by EYI under the SEDA to make payments
on the debentures. The debentures were assigned to TAIB on April 4, 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements. These
forward-looking statements involve risks and uncertainties, including statements
regarding EYI Industries, Inc.'s (the "Company") capital needs, business
strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements. In some cases,you can identify forward-looking statements
by terminology such as "may", "should", "expect", "plan", "intend",
"anticipate", "believe", "estimate", "predict", "potential" or "continue",
the negative of such terms or other comparable terminology. Actual events
or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined in
the Risk Factors section below, and, from time to time, in other
reports the Company files with the Securities and Exchange Commission
(the "SEC"). These factors may cause the Company's actual results to
differ materially from any forward-looking statement.
As used in this quarterly report, the terms "we", "us", "our", and
"our company" mean EYI Industries, Inc. and its subsidiaries unless
otherwise indicated. All dollar amounts in this quarterly report
are in U.S. dollars unless otherwise stated.
OVERVIEW
We are in the business of selling, marketing, and distributing a product line
consisting of approximately 30 nutritional products in two categories, dietary
supplements and personal care products. Our most successful product is Calorad,
a liquid collagen-based dietary supplement presently available on the market.
These products are marketed through a network marketing program in which IBAs
(Independent Business Associates) purchase products for resale to retail
customers as well as for their own personal use. We have a list of over
400,000 IBAs, of which approximately 14,000 we consider "active". An "active"
IBA is one who purchased our products within the preceding 12 months. Over
1,500 of these IBAs are considered "very active". A "very active" IBA is one
who is on our automatic Auto-ship Program and is current with
their annual administration fee. Our Auto-ship Program allows our IBAs
to set up a reoccurring order that is automatically shipped to them each month.
The IBAs in our network are encouraged to recruit interested people
to become new distributors of our products. New IBAs are placed beneath
the recruiting IBA in the "network" and are referred to as being in that
IBA's "down-line" organization. Our marketing plan is designed to provide
incentives for IBAs to build, maintain and motivate an organization of
recruited distributors in their down-line organization to maximize
their earning potential. IBAs generate income by purchasing our products
at wholesale prices and reselling them at retail prices. IBAs also earn
commissions on product purchases generated by their down-line organization.
On an ongoing basis we review our product line for duplication and
sales trends and make adjustments accordingly. As of March 31, 2005,
our product line consisted of: (i) 22 dietary supplement products; and
(ii) 8 personal care products consisting primarily of cosmetic and skin
care products. Our products are primarily manufactured by Nutri-Diem,
Inc., a related party, and sold by us under a license and distribution
agreement with Nutri-Diem. Certain of our own products are manufactured
for us by third party manufacturers pursuant to formulations developed
for us. Our products are sold to our IBAs located in the United States
and Canada.
We believe that our network marketing system is suited to marketing
dietary supplement and personal care products, because sales of such
products are strengthened by ongoing personal contact between IBAs
and their customers. We also believe that our network marketing
system appeals to a broad cross-section of people, particularly
those looking to supplement family income or who are seeking
part-time work. IBAs are given the opportunity, through our
sponsored events and training sessions, to network with other
distributors, develop selling skills and establish personal goals.
We supplement monetary incentives with other forms of recognition,
in order to motivate IBAs.
Recent Corporate Developments
We experienced the following significant developments since December 31, 2004:
On May 13, 2005 we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners, LP ("Cornell") pursuant to which we entered
into, among other things, the following agreements: a Registration Rights
Agreement, an Escrow Agreement, and a Placement Agent Agreement. Pursuant
to the terms of the Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell shares of our common stock for a
total purchase price of $10 million. If we request advances under the
Standby Equity Distribution Agreement, Cornell will purchase shares
of our common stock for 98% of the lowest volume weighted average price
on the Over-the-Counter Bulletin Board or other principal market on which
our common stock is traded for the 5 days immediately following the advance
notice date. Cornell will retain 5% of each advance under the Standby
Equity Distribution Agreement. We may not request advances in excess of
a total of $10 million. Pursuant to the terms of our Registration Rights
Agreement and the Standby Equity Agreement with Cornell, we agreed to
register and qualify, among other things, the additional shares due to
Cornell under the Standby Equity Agreement under a registration
statement filed with the SEC. We signed a Termination Agreement on
May 13, 2005, for the purpose of terminating our Standby Equity
Distribution Agreement, Registration Rights Agreement and Escrow
Agreement previously entered into with Cornell on June 22, 2004.
On April 25, 2005 we filed a letter with the Securities and Exchange
Commission requesting the withdrawal of our registration statement
on Form SB-2, originally filed on September 17, 2004. We intend to
file a new registration statement on Form SB-2 registering the
resale of 97,264,558 shares of our common stock held or to be sold
by certain of our stockholders, including Cornell, which intends to
sell up to an aggregate of 85,000,000 shares of our common stock
pursuant to our Standby Equity Distribution Agreement with Cornell.
On April 29, 2005 Essentially Yours Industries, Inc., our wholly
owned subsidiary ("EYII") signed a letter of intent with Metals
& Arsenic Removal Technology, Inc. ("MARTI") for the purpose of
marketing certain of MARTI's products provided to EYII on a
consignment basis and assigning marketing rights to certain of
MARTI's product lines to EYII, subject to EYII's entry into a
definitive agreement with MARTI by November 1, 2005. Subsequently,
on May 11, 2005 EYII entered into a Reseller Agreement with MARTI
for a term of five (5) years, pursuant to which MARTI appointed
EYII as the exclusive distributor of certain specially formulated
MARTI products on a consignment basis and provide EYII with a 1000
units of inventory for sale to its customers, proceeds of which
are subject to fee payments to MARTI as set out in the schedules
accompanying the agreement.
On April 22, 2005 Essentially Yours Industries, Inc., our wholly
owned subsidiary ("EYII") entered into a Fulfillment Services
Agreement with Source 1 Fulfillment ("Source One") to warehouse
and ship our products. Pursuant to the terms of the agreement,
Source One agreed to provide certain storage and fulfillment
services to EYII at the rates set out in the schedules to the
agreement. Source One also agreed to pay a referral commission
of 10% of all handling fees for any client EYII brings to Source
One. The agreement is for a term of one year and automatically
renews each year unless terminated by either party in accordance
with the terms of the agreement. Subsequently in May, 2005 we
ceased warehousing and distributing our products through Halo
Distribution LLC ("Halo"), our wholly owned subsidiary.
We presently intend to continue warehousing and shipping our
products through Source One.
On April 4, 2005 we entered into a redemption agreement with
TAIB Bank E.C. ("TAIB") pursuant to which TAIB agreed to acquire
by assignment a two year 5% secured convertible debenture issued
to Cornell Capital Partners, L.P. ("Cornell") in the amount of
$245,000, and a two year 5% convertible debenture in the amount
of $5,000 held by Kent Chou, in consideration of which we agreed
not to modify or renegotiate the terms of our Standby Equity Distribution
Agreement ("SEDA") with Cornell, and to use any proceeds obtained
by EYI under the SEDA to make payments on the debentures. The
debentures were assigned to TAIB on April 4, 2005.
On February 24, 2005 we received a loan of $200,000 from Cornell
secured by a secured promissory note (the "Secured Note"). Under
the terms of the Secured Note, the loan is payable by April 24,
2005 and accrues interest at a rate of 12% per annum. In connection
with the issuance of the Secured Note, we agreed to: (i) pay Cornell
a fee of $20,000; and (ii) pay Yorkville Advisors Management LLC a
structuring fee in the amount of $2,500. As a condition to Cornell's
entry into the Secured Note on February 24, 2005, an employee of EYI,
Janet Carpenter, entered into a guaranty agreement with Cornell and
a pledge and escrow agreement with Cornell and David Gonzalez.
Pursuant to the terms of the guaranty agreement and the pledge and
escrow agreement, Ms. Carpenter agreed to: (i) personally guarantee
the payment and performance obligations of EYI under the Secured
Note; and (ii) pledge to Cornell 3,000,000 shares of EYI held by
her to secure the obligations of EYI under the Secured Note. In
consideration of Ms. Carpenter providing the guarantee and pledge,
EYI entered into a bonus shares agreement dated February 14, 2005
with Ms. Carpenter, pursuant to which we agreed to issue to Ms. Carpenter
800,000 shares of our common stock at a deemed price of $0.05 per share.
The shares are to be issued to Ms. Carpenter pursuant to Regulation S
of the Securities Act.
February 10, 2005, we entered into a loan agreement with Janet Carpenter,
pursuant to which we loaned Ms. Carpenter $180,000 for the purpose of
exercising 3,000,000 incentive stock options issued to Ms. Carpenter
under our stock compensation program. The loan is payable on demand
and accrues interest at a rate of 4% per annum. The loan was secured
by a promissory note dated effective February 10, 2005.
In January, 2005, our wholly owned subsidiary 642706 B.C. Ltd.
("EYI Sub"), doing business as EYI Management, entered into a lease
agreement with Golden Plaza Company Ltd. and 681563
BC Ltd., for the purpose of leasing a 12,200
square foot building located in Burnaby, British Columbia, Canada.
The lease is for a term of seven years ending December 31, 2011 and
renewable for an additional period of five years.
Our core business is in network marketing development and sales.
In 2004 we implemented some critical changes to our network marketing
development and sales strategy. We analyzed our compensation structure
and realized that although the plan paid the sales force more than
industry standard, it was still not encouraging sales, growth,
duplication or retention. After months of study, outside consulting,
field leader's focus groups and senior management discussion,
we made key adjustments during our first fiscal quarter in 2004
that are intended to cap the sales commission expense while at
the same time promote increased network sales. We anticipate
retaining a higher percentage of both customers and distributors
with this new plan.
To further facilitate growth and benefit from certain competitive
advantages conferred by the new commission plan, we upgraded our
Internet support sites, created a trainer field certification
program, developed a regional training program and increased
our face to face training capability. These support tools are
intended to ensure compliance, mature team and territory
development and assist sales growth.
We see international sales as a key component for our
growth in the next 5 years. During our second quarter
of fiscal 2004, we entered into a joint venture agreement
(the "JV Agreement") with World Wide Buyers' Club Inc.
("WWBC") and Supra Group, Inc. ("Supra Group"), dated as
of May 28, 2004, for the purpose of jointly marketing
and distributing our products through the existing Supra
Group distribution system in the Latin American countries
identified in the JV Agreement and the products of
Supra Group using the existing EYI distribution system to
residents in the U.S. We believe Supra Group has significant
international experience, expertise and contacts and that
this alliance will assist in our ability to expand into
Spanish-speaking countries.
During the fourth quarter of 2004, we launched our new
product, Prosoteine. Over the next twelve months,
we intend to launch the second phase of this campaign
which includes an in-house-developed 6-week training
program called "15/5" which is designed to teach our
IBAs and their guests about Prosoteine in a telephone
conference forum. The first 15/5 class started February
8, 2005 and ran for 8 weeks, class two with a new 6-week
program began April 5, 2005 and concluded May 10, 2005.
Additionally, we intend to distribute support materials.
Our plan of operation over the next twelve months is to
expand the marketing of our Calorad product
by internet direct and the distribution network. We also
intend to support the growth and expansion of the Sales
Communication department. Their success is measured on
the number of inactive IBAs who, through the efforts of
the Sales Communication department, become current with
their membership fees and purchase our products. As the
revenues generated by this department grow, we intend to
add additional staff. Also, over the next twelve months
we intend to promote our Autoship Program by offering one
or more of the following: initial incentives, purchase
discounts, and long-term commitment rewards. We believe
that our automated ordering system supports on-going sales.
RESULTS OF OPERATIONS
First Quarter Summary
Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004
Revenue $1,313,768 $1,529,195
Cost of goods sold $251,149 $417,490
Gross profit before
commission expense $1,062,620 $1,111,705
Commission expense $471,605 $414,605
Gross profit after cost of goods
sold and commission expense $591,015 $697,100
Operating expenses $1,237,108 $1,103,878
Operating loss ($646,093) ($406,778)
Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004
Revenues
During the three months ended March 31, 2005 we had total revenues of $1,313,768
as compared to revenues of $1,529,195 for the same period in 2004 which
represents a decline of $215,427 or 14%. The decrease in our revenues can be
primarily attributed to the following factors:
* Our inability to attract new IBA's
* Lack of IBA participation in our auto-ship program
* our inability to fund marketing initiatives and programs that may
promote growth within new markets and existing ones.
Gross Profit
During the three months ended March 31, 2005 as compared to the same period
in 2004, we had gross profits of $591,015 and $697,100 respectively. This
represents a decline of $106,085 or 15%. The decline in our gross profit
primarily attributed to our decreased sales.
Expenses
Operating expenses:
The following table summarizes operating expenditures for the periods
indicated:
Three Months Three Months Ended
March 31, 2004 March 31, 2005
OPERATING EXPENSES
Consulting fees $237,962 $250,520
Legal and professional fees $69,125 $20,052
Customer service $86,534 $124,339
Finance and administration $208,080 $219,223
Sales and marketing $3,718 $27,556
Telecommunications $119,162 $105,062
Wages and benefits $406,627 $252,066
Warehouse expense $105,900 $105,060
Total Operating Expenses $1,237,108 $1,103,878
We incurred operating expenses in the amount of $1,237,108 for the three
months ended March 31,2005, compared to $1,103,878 for the three months
ended March 31, 2004. The following explains the most significant changes
during the periods presented:
Legal and Professional fees - For the three months ended March 31, 2005, legal
and professional fees totaled $69,125 and represented 6% of our total
operating expenditures, as compared to $20,052 or 2% of the total operating
expenditures for the three months ended March 31 2004. The increase is
primarily attributed to the costs associated with our reporting obligations
under the Exchange Act.
Customer Service - For the three months ended March 31, 2005, customer services
fees totaled $86,534 and represented 7% of our total operating expenditures,
as compared to $124,339 or 10% of the total operating expenditures for the
three months ended March 31, 2004. Until April 2004, we acquired our customer
service support department through a management agreement with EYI Corp. In
April 2004, we hired our own employees to perform this function and therefore,
the related expenses are now included under Wages and Benefits.
Wages and benefits - For the three months ended March 31, 2005, wages
and benefits totaled $406,627 and represented 33% of our total operating
expenditures, as compared to $252,066 or 20% of the total operating
expenditures for the three months ended March 31, 2004. This increase is
primarily a combination of expanding our staff in April 2004 as
indicated above,and we also recorded an expense for vested stock options
granted to our employees during this quarter.
FINANCIAL CONDITION
Cash and Working Capital
Percentage
At March 31, 2005 At December 31, Increase / (Decrease)
2004
Current Assets $1,187,378 $1,280,879 (7%)
Current
Liabilities $2,828,236 $2,361,120 20%
Working Capital
(Deficit) ($1,640,858) ($1,080,241) (52%)
We had cash of $5,450 as at March 31, 2005, compared with cash of $33,018
as at December 31, 2004. We had a working capital deficit at March 31, 2005
and March 31, 2004 of $1,640,848 and $1,080,241 respectively. The increase
in our working capital deficit was primarily attributed to the increase in
our trade payables and related party payables.
Liabilities
Percentage
At March 31, 2005 At December 31, Increase / (Decrease)
2004
Accounts Payable
and Accrued
Liabilities $1,398,316 $1,218,178 15%
Accounts Payable-
Related Parties $691,473 $590,146 17%
Convertible Debt-
Related Party, Net
Of Discount $417,886 $379,724 10%
Loan Payable,
Cornell $200,000 $0 100%
We had an increase of 15% in Accounts Payable and Accrued Liabilities
during the three months which represents the increase in unpaid trade
payables. We also experienced a 17% increase in Accounts Payable-
Related Parties which is due to the increase in unpaid wages of two of
our officers and an increase in the amount owed to EYI Corp. The increase
in convertible debt relates to the interest accrued on the debt.
Cash Used in Operating Activities
Cash used in operating activities for the three months ended March
31, 2005 was $157,219 compared to $204,497 for the comparative period
in 2004,representing a decrease of $47,278 or 23%.
Cash Provided by Financing Activities
We have continued to finance our business primarily through private
placement sales of our common stock, exercises of stock options, short
term loans, conversion of accrued liabilities into stock and through
increases in our accrued liabilities and accounts payable. Cash provided
by financing activities for the three months ended March 31, 2005 was
$141,324,compared to $181,578 for the three months ended March 31, 2004.
Financing Requirements
Our consolidated interim financial statements included with
this Quarterly Report on Form 10-QSB have been prepared assuming
that we will continue as a going concern. As shown in the accompanying
financial statements, we had negative working capital of approximately
$1,640,000 and an accumulated deficit of approximately $7,900,000
incurred through March 31, 2005.
Our current sources of working capital are sufficient to satisfy
our anticipated current working capital needs. In the event we do
not receive further financing from our arrangements with Cornell,
we will be required to seek additional financing to fully implement
our business plan. We may not be able to obtain additional working
capital on acceptable terms, or at all. Accordingly, there is
substantial doubt about our ability to continue as a going concern.
We anticipate that any additional financing would be through the
sales of our common or preferred stock or placement of convertible debt.
We presently do not have any arrangements in place for the sale of any
of our securities and there is no assurance that we will be able to
raise any additional capital that we require to continue operations.
In the event that we are unable to raise additional financing on
acceptable terms, then we may have to scale back our plan of
operations and operating expenditures. We anticipate that we will
continue to incur losses until such time as the revenues we are
able to generate from sales and licensing of our products exceed our
increased operating expenses. We base this expectation in part on
the expectation that we will incur increased operating expenses
in completing our stated plan of operations and there is no
assurance that we will generate revenues that exceed these expenses.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Our significant accounting policies are described in Note 2 to the
Consolidated Financial Statemetns, which are included in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004.
Recent Accounting Pronouncements
New accounting pronouncements that have a current or future potential
impact on our financial statements are as follows:
In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123R,
"Accounting for Stock Based Compensation." This statement supercedes
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
its related implementation guidance. This statement establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the
issuance of those equity instruments. This statement focuses
primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. This
statement does not change the accounting guidance for share based payment
transactions with parties other than employees provided in Statement
of Financial Accounting Standards No. 123. This statement does not
address the accounting for employee share ownership plans, which are
subject to AICPA Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans." The Company has previously
adopted SFAS 123 and the fair value of accounting for stock options
and other equity instruments. The Company has determined that there
was no impact to its financial statements from the adoption of this
new statement.
RISK FACTORS
We have a limited operating history, an accumulated deficit and may
have continued losses for the foreseeable future with no assurance of
profitability.
As of March 31, 2005, we had an accumulated deficit of $7,868,993.
We will need to generate significant revenues to achieve profitability,
which may not occur. We expect operating expenses to increase as a
result of the further implementation of our business plan. Even if
we achieve profitability, we may be unable to sustain or increase
profitability on a quarterly or annual basis in the future. It is
possible that we will never achieve profitability.
Management has established plans designed to attempt to increase
the sales of our products, and decrease debt. We plan on continuing
to reduce expenses, and with small gains in any combination of
network sales, direct sales, international sales, and warehouse sales,
believe that we will eventually be able to reverse the present deficit.
Management intends to seek additional capital from new equity securities
offerings that should provide funds needed to increase liquidity, and
implement our business plan. Management's plans include negotiations
to convert portions of existing debt into equity. The timing and
amount of capital requirements will depend on a number of factors,
including demand for products and services and the availability of
opportunities for international expansion through affiliations
and other business relationships.
We have a working capital deficit; we may need to raise additional
capital to finance operations.
We have relied on significant external financing to fund our
operations. As of March 31, 2005, we had $5,450 of cash on hand
and our total current assets were $1,187,378. Our current
liabilities were $2,210,350 as at March 31, 2005. We will need
to raise additional capital to fund our anticipated operating
expenses and future expansion. Among other things, external
financing may be required to cover our operating costs. Unless
we obtain profitable operations,it is unlikely that we will be
able to secure additional financing from external sources. If
we are unable to secure additional financing or we cannot draw
down on the Standby Equity Distribution Agreement, we believe
that we will be required to seek additional financing to fund
our continued operations. The sale of our common stock to raise
capital may cause dilution to our existing shareholders. Our
inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially
harmful to our business and may result in a lower stock price. Our
inability to obtain adequate financing will result in the need to
curtail business operations and you could lose your entire
investment. Our financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
We have been subject to a going concern option from our independent
auditors
Our independent auditors have added an explanatory paragraph to their
audit issued in connection with the financial statements for the period
ended December 31, 2004, relative to our ability to continue as a going
concern. We have negative working capital of approximately $1,030,000
and an accumulated deficit incurred through March 31, 2005, which raises
substantial doubt about our ability to continue as a going concern.
Accordingly, there is substantial doubt about our ability to continue
as a going concern. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
We are dependent on our IBAs for our product marketing efforts.
Our success and growth depend upon our ability to attract, retain and
motivate our network of IBAs who market our products.
IBAs are independent contractors who purchase products directly from
us for resale and their own use. IBAs typically offer and sell our
products on a part-time basis and may engage in other business
activities, possibly including the sale of products offered by our
competitors. Typically, we have non-exclusive arrangements with our
IBAs which may be canceled on short notice and contain no minimum
purchase requirements. While we encourage IBAs to focus on the
purchase and sale of our products, they may give higher priority
to other products, reducing their efforts devoted to marketing our
products. Also, our ability to attract and retain IBAs could be
negatively affected by adverse publicity relating to us, our
products or our operations. In addition, as a result of our
network marketing program, the down-line organizations headed
by a relatively small number of key IBAs are responsible for
a significant percentage of total sales.
The loss of a significant number of IBAs, including any key
IBA, for any reason, could adversely affect our sales and
operating results, and could impair our ability to attract
new IBAs. There is no assurance that our network marketing
program will continue to be successful or that we will be
able to retain or expand our current network of IBAs. Also,
if our IBAs do not accept recent changes to our commission
plan, our business may be adversely affected.
Government regulation by the Food and Drug Administration
and other federal and state entities of our products can
impact our ability to market products.
We market products that fall under two types of Food and
Drug Administration regulations: dietary supplements and
personal care products. In general, a dietary supplement:
* is a product (other than tobacco) that is intended
to supplement the diet that bears or contains one or more
of the following dietary ingredients: a vitamin, a mineral,
a herb or other botanical, an amino acid, a dietary substance
for use by man to supplement the diet by increasing the total
daily intake, or a concentrate, metabolite, constituent,
extract, or combinations of these ingredients.
* is intended for ingestion in pill, capsule, tablet,
or liquid form.
* is not represented for use as a conventional food
or as the sole item of a meal or diet.
* is labeled as a "dietary supplement" .
Personal care products are intended to be applied to the
human body for cleansing, beautifying, promoting
attractiveness, or altering the appearance without affecting
the body's structure or functions. Included in
this definition are products such as skin creams, lotions,
perfumes, lipsticks, fingernail polishes, eye and
facial make-up preparations, shampoos, permanent waves,
hair colors, toothpastes, deodorants, and any
material intended for use as a component of a cosmetic
product. The Food & Drug Administration has a
limited ability to regulate personal care products.
Dietary supplements must follow labeling guidelines outlined
by the FDA. Neither dietary supplements nor personal care
products require FDA or other government approval or
notification to market in the United States.
Under the Dietary Supplement Health and Education Act
of 1994, companies that manufacture and distribute
dietary supplements are limited in the statements that
they are permitted to make about nutritional support
on the product label without FDA approval. In addition,
a manufacturer of a dietary supplement must have
substantiation for any such statement made and must
not claim to diagnose, mitigate, treat, cure
or prevent a specific disease or class of disease.
The product label must also contain a prominent
disclaimer. These restrictions may restrict our
flexibility in marketing our product.
We believe that all of our existing and proposed products
are dietary supplements or personal care products
that do not require governmental approvals to market
in the United States. Our key products are classified
as follows:
Dietary Supplements
*Calorad(R)
*Agrisept-L(R)
*Oxy-Up(R)
*Triomin
*Noni Plus(R)
*Iso-Greens(R)
*Definition (drops)(R)
*Essential Omega
*Prosoteine(R)
Personal Care Products
*Definition (cream)(R)
The processing, formulation, packaging, labeling and
advertising of such products, however, are subject to
regulation by one or more federal agencies, including
the FDA, the Federal Trade Commission, the Consumer
Products Safety Commission, the Department of
Agriculture and the Environmental Protection Agency.
Our activities also are subject to regulation by various
agencies of the states and localities in which our
products are sold. Among other things, such regulation
puts a burden on our ability to bring products to
market. Any changes in the current regulatory
environment could impose requirements that
would make bringing new products to market more
expensive or restrict the ways we can market our
products.
No governmental agency or other third party makes
a determination as to whether our products qualify as
dietary supplements, personal care products or neither.
We make this determination based on the ingredients
contained in the products and the claims we make for
the products.
If the Federal Trade Commission or certain states
object to our product claims and advertising we
may be forced to give refunds, pay damages, stop
marketing certain products or change our business
methods.
The Federal Trade Commission and certain states
regulate advertising, product claims, and other consumer
matters, including advertising of our products. In the past
several years the Federal Trade Commission has
instituted enforcement actions against several dietary
supplement companies for false or deceptive
advertising of certain products. We provide no
assurance that:
* the Federal Trade Commission will not question
our past or future advertising or other operations;
or
* a state will not interpret product claims
presumptively valid under federal law as illegal
under that state's regulations.
Also, our IBAs and their customers may file actions on
their own behalf, as a class or otherwise, and may
file complaints with the Federal Trade Commission or
state or local consumer affairs offices. These
agencies may take action on their own initiative or
on a referral from IBAs, consumers or others. If taken,
such actions may result in:
* entries of consent decrees;
* refunds of amounts paid by the complaining IBA or
consumer;
* refunds to an entire class of IBAs or customers;
* other damages; and
* changes in our method of doing business.
A complaint based on the activities of one IBA, whether or
not such activities were authorized by us,
could result in an order affecting some or all IBAs in a
particular state, and an order in one state
could influence courts or government agencies in other
States.
Our IBAs act as independent sales people and are not
closely supervised by EYI or supervised by us at all.
We have little or no control or knowledge of our IBAs'
actual sales activities and therefore, we have little or
no ability to ensure that our IBAs comply with regulations
and rules regarding how they market and sell
our products. It is possible that we may be held liable
for the actions of our IBAs. Proceedings resulting
from any complaints in connection with our IBAs' marketing
and sales activities may result in significant
defense costs, settlement payments or judgments and could
force to curtail or cease our business operations.
If our network marketing program is shown to violate
federal or state regulations, we may be unable to
market our products. Our network marketing program is
subject to a number of federal and state laws and
regulations administered by the Federal Trade Commission
and various state agencies. These laws and
regulations include securities, franchise investment,
business opportunity and criminal laws prohibiting the
use of "pyramid" or "endless chain" types of selling
organizations. These regulations are generally directed
at ensuring that product sales are ultimately made to
consumers (as opposed to other IBAs) and that
advancement within the network marketing program is
based on sales of products, rather than investment in
the company or other non-retail sales related criteria.
The compensation structure of a network marketing
organization is very complex. Compliance with all of
the applicable regulations and laws is uncertain because of:
* the evolving interpretations of existing laws
and regulations, and
* the enactment of new laws and regulations
pertaining in general to network marketing
organizations and product distribution.
We have not obtained any no-action letters or advance
rulings from any federal or state securities regulator
or other governmental agency concerning the legality
of our operations. Also, we are not relying on a
formal opinion of counsel to such effect. Accordingly
there is the risk that our network marketing system
could be found to be in noncompliance with applicable
laws and regulations, which could have a material
adverse effect on us. Such a decision could require
modification of our network marketing program, result
in negative publicity, or have a negative effect on IBA
morale and loyalty. In addition, our network
marketing system will be subject to regulations in
foreign markets administered by foreign agencies should
we expand our network marketing organization into such markets.
The legality of our network marketing program is subject
to challenge by our IBAs.
We are subject to the risk of challenges to the legality
of our network marketing organization by our IBAs,
both individually and as a class. Generally, such
challenges would be based on claims that our network
marketing program was operated as an illegal "pyramid
scheme" in violation of federal securities laws,
state unfair practice and fraud laws and the Racketeer
Influenced and Corrupt Organizations Act. An illegal
pyramid scheme is generally a marketing scheme that
promotes "inventory loading" and does not
encourage retail sales of the products and services to
ultimate consumers. Inventory loading occurs when
distributors purchase large quantities of non-returnable
inventory to obtain the full amount of compensation
available under the network marketing program. In the
event of challenges to the legality of our network
marketing organization by our IBAs, there is no assurance
that we will be able to demonstrate that:
* our network marketing policies were enforced, and
* the network marketing program and IBAs' compensation
thereunder serve as safeguards to deter
inventory loading and encourage retail sales to the
ultimate consumers.
Proceedings resulting from these claims could result in
significant defense costs, settlement payments
or judgments, and could have a material adverse effect on us.
One of our competitors, Nutrition for Life International,
Inc., a multi-level seller of personal care and
nutritional supplements, announced in 1999 that it had
settled class action litigation brought by distributors
alleging fraud in connection with the operation of a
pyramid scheme. Nutrition for Life International agreed
to pay in excess of $3 million to settle claims brought
on behalf of its distributors and certain purchasers of
its stock.
We believe that our marketing program is significantly
different from the program allegedly promoted by
Nutrition for Life International and that our marketing
program is not in violation of anti-pyramid laws or
regulations. However, there can be no assurance that
claims similar to the claims brought against Nutrition
for Life International and other multi-level marketing
organizations will not be made against us, or that we
would prevail in the event any such claims were made.
Furthermore, even if we were successful in
defending against any such claims, the costs of
conducting such a defense, both in dollars spent and in
management time, could be material and adversely affect
our operating results and financial condition. In
addition, the negative publicity of such a suit could
adversely affect our sales and ability to attract and
retain IBAs.
A large portion of our sales is attributable to Calorad.
A significant portion of our net sales is expected to be
dependent upon our Calorad product. Calorad has
traditionally represented more than 65% of our net sales
and, although we hope to expand and diversify our
product offerings, Calorad is expected to provide a
large portion of our net sales in the foreseeable future. If
Calorad loses market share or loses favor in the marketplace,
our financial results will suffer.
Our products are subject to obsolescence.
The introduction by us or our competitors of new dietary
supplement or personal care products offering
increased functionality or enhanced results may render our
existing products obsolete and unmarketable.
Therefore, our ability to successfully introduce new
products into the market on a timely basis and achieve
acceptable levels of sales has and will continue to be
a significant factor in our ability to grow and remain
competitive and profitable. In addition, the nature and
mix of our products are important factors in
attracting and maintaining our network of IBAs, which
consequently affects demand for our products.
Although we seek to introduce additional products, the
success of new products is subject to a number of
conditions, including customer acceptance. There can be
no assurance that our efforts to develop innovative
new products will be successful, or customers will accept
new products.
In addition, no assurance can be given that new products
currently experiencing strong popularity will
maintain their sales over time. In the event we are
unable to successfully increase the product mix and
maintain competitive product replacements or
enhancements in a timely manner in response to the
introduction of new products, competitive or
otherwise, our sales and earnings will be materially and
adversely affected.
We have no manufacturing capabilities and we are
dependent upon Nutri-Diem, Inc. and other
companies to manufacture our products.
We have no manufacturing facilities and have no present
intention to manufacture any of our dietary
supplement and personal care products. We are
dependent upon relationships with independent
manufacturers to fulfill our product needs. Nutri-Diem,
Inc., a related party, manufactures and supplies
more than 70% of our products. We have contracts
with Nutri-Diem that require us to purchase set amounts
of its manufactured products for at least the next
five years and possibly the next ten years. It is possible
that these contracts with Nutri-Diem, Inc. could become
unfavorable, and we may not be able to use other
manufacturers to provide us with these services if
our terms with Nutri-Diem, Inc. become unfavorable. In
addition, we must be able to obtain our dietary supplement
and personal care products at a cost that permits
us to charge a price acceptable to the customer, while
also accommodating distribution costs and third party
sales compensation. Competitors who do own their own
manufacturing may have an advantage over us
with respect to pricing, availability of product and in
other areas through their control of the manufacturing
process. In addition, if we are forced to hold longer
quantities of inventory, we face the risk that our
inventory becomes obsolete with the passage of large
amounts of time.
We may not be able to deliver various products to our
customers if third party providers fail to provide
necessary ingredients to us. We are dependent on various
third parties for various ingredients for our products.
Some of the third parties that provide ingredients to us
have a limited operating history and are themselves
dependent on reliable delivery of products from others.
As a result, our ability to deliver various products
to our users may be adversely affected by the failure
of these third parties to provide reliable
various ingredients for our products.
We are materially dependent upon our key personnel
and the loss of such key consultants could
result in delays in the implementation of our
business plan or business failure.
We depend upon the continued involvement of Jay
Sargeant, our President, Chief Executive Officer and
Director, and Dori O'Neill, our Executive Vice President,
Chief Operations Officer, Secretary, Treasurer and Director.
As we are a developing company, the further implementation
of our business plan is dependent on the entrepreneurial
skills and direction of management. Mr. Sargeant, Mr. O'Neill
guide and direct our activity and vision. This direction
requires an awareness of the market, the competition, current
and future markets and technologies that would allow us to
continue our operations. The loss or lack of availability of
these individuals could materially adversely affect our
business and operations. We do not carry "key person"
life insurance for these officers and directors, and we
would be adversely affected by the loss of these two
key consultants.
We face substantial competition in the dietary supplement
and personal care industry, including products that
compete directly with Calorad.
The dietary supplement and personal care industry is
highly competitive. It is relatively easy for new
companies to enter the industry due to the availability
of numerous contract manufacturers, a ready availability
of natural ingredients and a relatively relaxed regulatory
environment. Numerous companies compete with us in the
development, manufacture and marketing of supplements as
their sole or principal business. Generally, these
companies are well funded and sophisticated in their
marketing approaches.
Depending on the product category, our competition varies.
Calorad competes directly with Colvera, a product with
different ingredients but a similar concept. Additionally,
Calorad competes indirectly with food plans such as Weight
Watchers and meal replacement products such as Slim Fast.
Our Noni Plus product competes with Morinda and others. Our
other products have similar well-funded and sophisticated
competitors. Increased competitive activity from such
companies could make it more difficult for us to increase
or keep market share, since such companies have
greater financial and other resources available to them
and possess far more extensive manufacturing,
distribution and marketing capabilities.
We may be subject to products liability claims and may
not have adequate insurance to cover such claims. As with
other retailers, distributors and manufacturers of products
that are designed to be ingested, we face an inherent risk
of exposure to product liability claims in the event that
the use of our products results in injury.
With respect to product liability claims, we have coverage
of $2,000,000 per occurrence and $2,000,000 in the aggregate.
Because our policies are purchased on a year to year basis,
industry conditions or our own claims experience could make
it difficult for us to secure the necessary insurance at a
reasonable cost. In addition, we may not be able to secure
insurance that will be adequate to cover liabilities. We
generally do not obtain contractual indemnification from
parties supplying raw materials or marketing our products.
In any event, any such indemnification is limited by its
terms and, as a practical matter, to the creditworthiness
of the other party. In the event that we do not have
adequate insurance or contractual indemnification,
liabilities relating to defective products could
require us to pay the injured parties' damages
which are significant compared to our net worth
or revenues.
We may be adversely affected by unfavorable publicity
relating to our products or similar products
manufactured by our competitors.
We believe that the dietary supplement products market
is affected by national media attention regarding
the consumption of these products. Future scientific
research or publicity may be unfavorable to the dietary
supplement products market generally or to any particular
product and may be inconsistent with earlier favorable
research or publicity. Adverse publicity associated with
illness or other adverse effects resulting from the
consumption of products distributed by other companies,
which are similar to our products, could reduce
consumer demand for our products and consequently our
revenues. This may occur even if the publicity did not
relate to our products. Adverse publicity directly
concerning our products could be expected to have
an immediate negative effect on the market for that
product.
Because we have few proprietary rights, others can
provide products and services substantially
equivalent to ours.
We hold no patents. We believe that most of the
technology used by us in the design and implementation
of our products may be known and available to others.
Consequently, others may be able to formulate products
equivalent to ours. We rely on confidentiality agreements
and trade secret laws to protect our confidential
information. In addition, we restrict access to
confidential information on a "need to know" basis.
However, there can be no assurance that we will be
able to maintain the confidentiality of our proprietary
information. If our pending trademark or other proprietary
rights are violated, or if a third party claims that
we violate its trademark or other proprietary rights,
we may be required to engage in litigation. Proprietary
rights litigation tends to be costly and time consuming.
Bringing or defending claims related to our proprietary
rights may require us to redirect our human and monetary
resources to address those claims.
Our common stock is "penny stock", which may make it
more difficult for investors to sell their
shares due to suitability requirements
Our common stock is deemed to be a "penny stock" as
that term is defined in Rule 3a51-1 promulgated
under the Securities Exchange Act of 1934. Penny stocks
are stock:
* With a price of less than $5.00 per share;
* That are not traded on a "recognized" national
exchange;
* Whose prices are not quoted on the Nasdaq
automated quotation system (Nasdaq listed stock must
still have a price of not less than $5.00 per share; or
* In issuers with net tangible assets less than
$2.0 million (if the issuer has been in continuous
operation for at least three years) or $5.0 million
(if in continuous operation for the last three
years.
Broker/dealers dealing in penny stocks are required to
provide potential investors with a document disclosing
the risks of penny stocks. Moreover, broker/dealers are
required to determine whether an investment in a penny
stock is a suitable investment for a prospective investor.
These requirements may reduce the potential market for
our common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock
price to decline.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, we
carried out an evaluation, under the supervision and
with the participation of our Principal Executive Officer
and Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and
procedures. Our disclosure controls and procedures are
designed to provide a reasonable level of assurance of
achieving our disclosure control objectives. Our
Principal Executive Officer and Principal Accounting
Officer have concluded that our disclosure controls
and procedures are, in fact, effective at this
reasonable assurance level as of the period
covered.
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal
controls during our last fiscal quarter, our Principal
Executive Officer and Principal Financial Officer have
determined that there are no changes to our internal
controls over financial reporting that has materially
affected, or is reasonably likely to materially effect,
our internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Other than as described below, we are not a party to
any material legal proceedings and to our knowledge,
no such proceedings are threatened or contemplated.
1. Oppression Action by Lavorato/Heyman
In 2002, an oppression action was commenced in the Supreme
Court of British Columbia by the plaintiffs Brian Lavorato,
Geraldine Heyman and their respective holding companies,
alleging that Essentially Yours Industries Corp., our
affiliate, had improperly vended assets into Essentially
Yours Industries, Inc., our wholly owned subsidiary, as
part of a corporate restructuring alleged to be oppressive
to the plaintiffs. As of April 4, 2003, the lawsuit has
been settled and was subsequently dismissed by the
plaintiffs by consent, with the exception of claims
asserted by the plaintiffs against Thomas K. Viccars,
a former in-house counsel of Essentially Yours Industries,
Corp., who may potentially assert a third party claim against
Essentially Yours Industries, Inc.
2. Action By Suhl, Harris and Babich
In 2003 a consolidated action was brought by the plaintiffs
Wolf Suhl, Christine Harris and Edward Babich in the Supreme
Court of British Columbia pursuant to an order pronounced in
the New Westminster Registry under Action No. S061589 on May
7, 2003, which allowed the plaintiffs to proceed with an action
against Essentially Yours Industries, Inc. The plaintiffs allege
that Essentially Yours Industries, Inc. holds certain of its
products or revenues derived therefrom as trust property for
the benefit of the plaintiffs. The claim is for an aggregate
of 4.9% of the wholesale volume of sales generated by Essentially
Yours Industries, Inc. from the alleged trust property, and for
damages and costs. A consolidated statement of defence has been
filed by Essentially Yours Industries, Inc., and interrogatories
have been responded to. Management believes this claim to be
without merit and intends to vigorously defend against this
claim.
3. Agreement with Source, Inc.
In February 2004 we entered into a letter of commitment with
Source, Inc. ("Source") for the purpose of further developing
our corporate marketing position with Source and for assistance
in raising equity capital. Pursuant to the terms of the letter
agreement, we agreed to (i) pay Source 20% of the gross revenues
generated by Source under a Corporate Marketing Organization
Agreement ("CMO Agreement") previously entered into with Premier
Lifestyles International Corporation, a company related to Source;
(ii) to offer up to $4,000,000 of EYI restricted stock over a
90 day period at $0.21 per share and warrants exercisable at a
price of $0.30 per share for investors referred to EYI by Source
in connection with any equity offerings by EYI; (iii) at the end
of the 12 months period following execution of the agreement, and
if Source had referred enough investors to raise a minimum of
$500,000, to issue to Source $1,800,000 in common stock of EYI
or pay the balance in cash; and (iv) on a monthly basis, during
the 12 month period,pay 50% of all monies collected by EYI from
Source referred investors, to be paid to Source towards the
$1,800,000 to pay for the CMO Agreement and $300,000 towards
a proposed web portal. Subsequently, we terminated the CMO
Agreement in accordance with its terms in July, 2004 and notified
Source that they failed to raise the minimum funding of $500,000
in connection with EYI's equity offering closing in June, 2004.
Source has notified EYI that they dispute the fact that they did
not raise the minimum financing amount. Management believes that
if Source were to advance any such claims against EYI its chance of
success would be remote and we intend to vigorously defend against
any potential legal claims respecting this matter.
To the best of our knowledge, we are not subject to any other active
or pending legal proceedings or claims against us or our subsidiaries
or any of our properties that will have a material effect on our business
or results of operations. However, from time to time, we may become subject
to claims and litigation generally associated with any business venture.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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
Exhibit Description of Exhibit
Number
3.1 Articles of Incorporation.(1)
3.2 Certificate of Amendment to Articles of Incorporation
dated December 29, 2003.(11)
3.3 Certificate of Amendment to Articles of Incorporation
dated December 31, 2003.(11)
3.4 Bylaws.(1)
3.5 Amended Bylaws. (12)
10.1 Consulting Agreement, dated as of November 5, 2002, between
Essentially Yours Industries, Inc., a Nevada
corporation, and Flaming Gorge, Inc.(1)
10.2 Consulting Agreement, dated as of November 5, 2002, between
Essentially Yours Industries, Inc., a Nevada
corporation, and O'Neill Enterprises, Inc.(1)
10.3 First Amendment to Trust Agreement dated December 23, 2003,
between Jay Sargeant and twelve named
trust beneficiaries, revising the terms of the Declaration
of Trust dated as of May 27, 2002, between Jay
Sargeant and twelve named trust beneficiaries.(5)
10.4 Registration Rights Agreement, dated December 31, 2003, by
and among Safe ID Corporation, A Nevada
corporation, and certain shareholders of EYI Industries,
Inc., A Nevada corporation.(5)
10.5 Stock Compensation Program(4)
10.6 Consulting Agreement dated December 27, 2003 between
Rajesh Raniga Inc. and Safe ID Corporation.(6)
10.7 Consulting Agreement dated January 1, 2004 between
EYI Industries, Inc. and O'Neill Enterprises Inc.(6)
10.8 Consulting Agreement dated January 1, 2004 between
EYI Industries, Inc. and Flaming Gorge, Inc. (6)
10.9 Addendum to the Distribution and License Agreement
between Essentially Yours Industries, Inc. and Nutri-
Diem Inc. dated April 30, 2004.(6)
10.10 Letter Agreement dated May 4, 2004 between Eye Wonder,
Inc. and EYI Industries, Inc.(6)
10.11 Standby Equity Distribution Agreement, dated June 22,
2004 by and between EYI Industries, Inc. and
Cornell Capital Partners, LP(6)
10.12 Registration Rights Agreement, dated June 22, 2004
by and between EYI Industries, Inc. and Cornell
Capital Partners, LP(6)
10.13 Escrow Agreement, dated June 22, 2004 by and between
EYI Industries, Inc. and Cornell Capital Partners,
LP(6)
10.14 Placement Agent Agreement, dated June 22, 2004 by
and between EYI Industries, Inc. and Cornell Capital
Partners, LP(6)
10.15 Compensation Debenture, dated June 22, 2004(7)
10.16 Securities Purchase Agreement, dated June 22, 2004
by and between EYI Industries, Inc. and Cornell
Capital Partners, LP(6)
10.17 Investor Registration Rights Agreement, dated June
22, 2004 by and between EYI Industries, Inc. and
Cornell Capital Partners, LP(6)
10.18 Security Agreement, dated June 22, 2004 by and
between EYI Industries, Inc. and Cornell Capital Partners,
LP(6)
10.19 Irrevocable Transfer Agent Instructions, dated June
22, 2004, by and among EYI Industries, Inc., Cornell
Capital Partners, LP and Corporate Stock Transfer(6)
10.20 Escrow Agreement, dated June 22, 2004 by and among
EYI Industries, Inc., Cornell Capital Partners, L.P.
and Butler Gonzalez, LLP(6)
10.21 Form of Secured Convertible Debenture(6)
10.22 Form of Warrant(7)
10.23 Letter Agreement dated May 25, 2004 between EYI
Industries, Inc. and Source Capital Group, Inc.(8)
10.24 Lease Agreement dated May 1, 2003 among 468058
B.C. Ltd., 642706 B.C. Ltd., Essentially Yours
Industries Corp., and Essentially Yours
Industries, Inc. (8)
10.25 Amendment to Lease Agreement dated January 9,
2004 between Business Centers, LLC and Halo
Distribution, LLC. (8)
10.26 Subsidy Agreement dated July 23, 2004 between
Essentially Yours Industries, Inc. and Winslow Drive
Corp. (8)
10.27 Subsidy Agreement dated July 23, 2004 between
Essentially Yours Industries, Inc. and Premier Wellness
Products. (8)
10.28 Subsidy Agreement dated July 23, 2004 between
Essentially Yours Industries, Inc. and Stancorp. (8)
10.29 5% Secured Convertible Debenture dated September
24, 2004 between EYI Industries, Inc. and Cornell
Capital Partners, LP(8)
10.30 5% Secured Convertible Debenture dated September
27, 2004 between EYI Industries, Inc. and Kent
Chou(8)
10.31 5% Secured Convertible Debenture dated September
27, 2004 between EYI Industries, Inc. Taib Bank,
E.C.(8)
10.32 Assignment Agreement dated September 27, 2004
between Cornell Capital Partners, LP and Taib Bank,
E.C. (8)
10.33 Assignment Agreement dated September 27, 2004
between Cornell Capital Partners, LP and Kent Chou(8)
10.34 Joint Venture Agreement dated May 28, 2004
between EYI Industries, Inc., World Wide Buyer's Club Inc.
and Supra Group, Inc.(9)
10.35 Indenture of Lease Agreement dated January 3, 2005
between Golden Plaza Company Ltd., 681563 B.C.
Ltd., and 642706 B.C. Ltd.(10)
10.36 Consulting Services Agreement dated March 5, 2004
between EYI Industries, Inc. and EQUIS Capital
Corp.(13)
10.37 Letter dated May 25, 2004 between Source Capital
Group, Inc. and EYI Industries, Inc.(14)
10.38 Consulting Agreement dated April 1, 2004 between
EYI Industries, Inc. and Daniel Matos(14)
10.39 Loan Agreement between Janet Carpenter and EYI
Industries, Inc., dated February 10, 2005(15)
10.40 Promissory Note dated February 10, 2005 between
Janet Carpenter and EYI Industries(15)
10.41 Bonus Share Agreement between Janet Carpenter and
EYI Industries, Inc. dated February 14, 2005(15)
10.42 Pledge and Escrow Agreement dated February 24,
2005 between Janet Carpenter, Cornell Capital Partners,
LP and David Gonzalez. (15)
10.43 Guaranty Agreement dated February 24, 2005 between
Janet Carpenter, Cornell Capital Partners, LP(15)
10.44 Secured Promissory Note dated February 24, 2005 between
EYI Industries, Inc. and Cornell Capital
Partners, LP(15)
10.45 Agreement dated April 22, 2005 between Essentially
Yours Industries Inc. and Source 1 Fulfillment
10.46 Reseller Agreement dated May 11, 2005 between Essentially
Yours Industries Inc. and Metals & Arsenic
Removal Technology, Inc. (16)
10.47 Termination Agreement dated May 13, 2005 between
EYI Industries Inc. and Cornell Capital Partners, LP
10.48 Standby Equity Distribution Agreement dated May 13,
2005 between EYI Industries Inc. and Cornell
Capital Partners, LP
10.49 Registration Rights Agreement dated May 13, 2005
between EYI Industries Inc. and Cornell Capital
Partners, LP
10.50 Escrow Agreement dated May 13, 2005 between EYI
Industries Inc. and Cornell Capital Partners, LP
10.51 Placement Agent Agreement dated May 13, 2005 between
EYI Industries Inc. and Cornell Capital Partners,
LP
14.1 Code of Ethics(5)
21.1 List of Subsidiaries(15)
31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Notes
(1) Filed as an exhibit to the registration statement on
Form 10-SB/A of Safe ID Corporation,
filed with the SEC on September 21, 2000.
(2) Filed as an exhibit to the registration statement on
Form SB-2 of Essentially Yours
Industries, Inc., filed with the SEC on November 12, 2002.
(3) Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on January 8, 2004.
(4) Filed as an exhibit to our Registration Statement on
Form S-8, filed with the SEC on March 30, 2004.
(5) Filed as an exhibit to our annual report on Form
10-KSB for the year ended December 31, 2003, filed with the
SEC on April 14, 2004.
(6) Filed as an exhibit to our quarterly report on Form
10-QSB for the period ended March 31, 2004, filed with the
SEC on May 24, 2004.
(7) Filed as an exhibit to our registration statement
on Form SB-2, filed with the SEC on September 17, 2004.
(8) Filed as an exhibit to our quarterly report on
Form 10-QSB for the period ended September 30, 2004, filed
with the SEC on November 22, 2004.
(9) Filed as an exhibit to our Amendment No. 1 to our
registration statement on Form SB-2 on December 23, 2004.
(10) Filed as an exhibit to our Current Report on Form
8-K, filed with the SEC on January 12, 2005.
(11) Filed as an exhibit to our quarterly report on
Form 10-QSB for the period ended September 30, 2004, filed
with the SEC on November 22, 2004.
(12) Filed as an exhibit to our Current Report on
Form 8-K, filed with the SEC on March 10, 2005.
(13) Filed as an exhibit to our quarterly report on
Form 10-QSB/A for the period ended March 31, 2004, filed
with the SEC on December 15, 2004.
(14) Filed as an exhibit to our quarterly report on
Form 10-QSB/A for the period ended June 30, 2004, filed
with the SEC on December 15, 2004.
(15) Filed as an exhibit to our annual report on Form
10-KSB for the period ended December 31, 2004, filed with
the SEC on April 18, 2005.
(16) Filed as an exhibit to our Current Report on Form
8-K, filed with the SEC on May 17,
2005.
SIGNATURES
In accordance with requirements of the Exchange Act,
the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EYI INDUSTRIES, INC.
By: /s/ Jay Sargeant
Jay Sargeant
President, Chief Executive Officer,and Director
(Principal Executive Officer)
Date: May 20, 2005
By: /s/ Rajesh Raniga
Rajesh Raniga
Chief Financial Officer
(Principal Accounting Officer)
Date: May 20, 2005