NEVADA
|
88-0407078
|
(State
or other jurisdiction of
|
(IRS
Employer Identification No.)
|
incorporation
or organization)
|
|
|
|
7865
Edmonds Street
|
|
Burnaby,
BC CANADA
|
V3N
1B9
|
(Address
of principal executive offices)
|
(Zip
Code)
|
EYI
INDUSTRIES, INC.
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
September
30, 2007
|
|
December
31, 2006
|
|
||||
|
|
(Unaudited)
|
|
|
|||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
85,895
|
$
|
901,764
|
|||
Accounts
receivable, net of allowance
|
21,167
|
18,425
|
|||||
Other
accounts receivables
|
-
|
67,582
|
|||||
Prepaid
expenses
|
98,429
|
181,048
|
|||||
Inventory
|
601,449
|
735,291
|
|||||
TOTAL
CURRENT ASSETS
|
806,940
|
1,904,110
|
|||||
OTHER
ASSETS
|
|||||||
Property,
plant and equipment, net
|
51,020
|
77,452
|
|||||
Deposits
|
49,459
|
46,432
|
|||||
TOTAL
OTHER ASSETS
|
100,479
|
123,884
|
|||||
INTANGIBLE
ASSETS
|
11,158
|
12,829
|
|||||
TOTAL
ASSETS
|
$
|
918,577
|
$
|
2,040,823
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
1,641,585
|
$
|
1,427,214
|
|||
Accounts
payable - related parties
|
516,411
|
439,256
|
|||||
Interest
payable, convertible debt
|
532,240
|
252,326
|
|||||
Convertible
debt, net of discount
|
1,980,723
|
2,456,311
|
|||||
Derivative
on convertible debt
|
885,818
|
1,303,630
|
|||||
Notes
payable - related party
|
111,431
|
50,000
|
|||||
TOTAL
CURRENT LIABILITIES
|
5,668,208
|
5,928,737
|
|||||
Net
liabilities from discontinued operations
|
375,344
|
375,344
|
|||||
MINORITY
INTEREST IN SUBSIDIARY
|
-
|
120,739
|
|||||
STOCKHOLDERS'
DEFICIT
|
|||||||
Preferred
stock, $0.001 par value; 10,000,000 shares authorized, no shares
issued
and outstanding
|
-
|
-
|
|||||
Common
stock, $0.001 par value; 3,000,000,000 shares authorized, 642,592,839
and
345,675,516 shares issued and outstanding, respectively
|
642,593
|
345,675
|
|||||
Additional
paid-in capital
|
10,206,048
|
9,536,004
|
|||||
Stock
options and warrants
|
5,182,104
|
4,382,299
|
|||||
Subscription
receivable
|
(180,000
|
)
|
(195,000
|
)
|
|||
Accumulated
deficit
|
(20,975,720
|
)
|
(18,452,975
|
)
|
|||
TOTAL
STOCKHOLDERS' DEFICIT
|
(5,124,975
|
)
|
(4,383,997
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
918,577
|
$
|
2,040,823
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
Three
Months Ended
|
Three
Months Ended
|
Nine
Months Ended
|
Nine
Months Ended
|
||||||||||
September
30, 2007
|
September
30, 2006
|
September
30, 2007
|
September
30, 2006
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
REVENUE,
NET OF RETURNS AND ALLOWANCES
|
$
|
1,056,952
|
$
|
949,429
|
$
|
3,512,123
|
$
|
3,068,166
|
|||||
COST
OF GOODS SOLD
|
334,932
|
268,763
|
1,072,755
|
947,611
|
|||||||||
GROSS
PROFIT BEFORE COMMISSION EXPENSE
|
722,020
|
680,666
|
2,439,368
|
2,120,555
|
|||||||||
COMMISSION
EXPENSE
|
406,235
|
355,556
|
1,292,271
|
1,120,273
|
|||||||||
GROSS
PROFIT AFTER COST OF GOODS SOLD
|
|||||||||||||
AND
COMMISSION EXPENSE
|
315,785
|
325,110
|
1,147,097
|
1,000,282
|
|||||||||
OPERATING
EXPENSES
|
|||||||||||||
Consulting
fees
|
197,673
|
259,639
|
599,471
|
743,738
|
|||||||||
Legal
and professional fees
|
30,451
|
266,908
|
98,600
|
428,150
|
|||||||||
Customer
service
|
55,880
|
62,718
|
136,615
|
169,721
|
|||||||||
Finance
and administration
|
145,298
|
214,835
|
604,370
|
643,529
|
|||||||||
Sales
and marketing
|
25,269
|
59,339
|
75,134
|
271,631
|
|||||||||
Telecommunications
|
40,938
|
32,930
|
128,559
|
97,955
|
|||||||||
Wages
and benefits
|
236,964
|
264,899
|
1,856,538
|
864,292
|
|||||||||
Warehouse
expense
|
28,596
|
98,995
|
145,847
|
229,668
|
|||||||||
TOTAL
OPERATING EXPENSES
|
761,069
|
1,260,263
|
3,645,134
|
3,448,684
|
|||||||||
LOSS
FROM OPERATIONS
|
(445,284
|
)
|
(935,153
|
)
|
(2,498,037
|
)
|
(2,448,403
|
)
|
|||||
OTHER
INCOME (EXPENSES)
|
|||||||||||||
Interest
and other income
|
178
|
2,162
|
504
|
2,405
|
|||||||||
Interest
expense
|
(98,217
|
)
|
(117,803
|
)
|
(300,452
|
)
|
(174,537
|
)
|
|||||
Financing
fees
|
(297,355
|
)
|
(285,534
|
)
|
(724,138
|
)
|
(592,471
|
)
|
|||||
Loss
on derivatives
|
374,430
|
(1,731,034
|
)
|
940,316
|
(3,026,542
|
)
|
|||||||
Foreign
currency gain (discount)
|
23,058
|
5,587
|
57,129
|
21,919
|
|||||||||
TOTAL
OTHER INCOME (EXPENSES)
|
2,095
|
(2,126,622
|
)
|
(26,641
|
)
|
(3,769,226
|
)
|
||||||
NET
LOSS BEFORE TAXES
|
(443,188
|
)
|
(3,061,775
|
)
|
(2,524,678
|
)
|
(6,217,628
|
)
|
|||||
PROVISION
FOR INCOME TAXES
|
-
|
-
|
-
|
-
|
|||||||||
NET
LOSS BEFORE ALLOCATION TO MINORITY INTEREST
|
(443,188
|
)
|
(3,061,775
|
)
|
(2,524,678
|
)
|
(6,217,628
|
)
|
|||||
ALLOCATION
OF LOSS TO MINORITY INTEREST
|
-
|
59,705
|
-
|
121,244
|
|||||||||
ALLOCATION
OF LOSS TO DISCONTINUED OPERATIONS
|
-
|
-
|
-
|
-
|
|||||||||
NET
LOSS
|
$
|
(443,188
|
)
|
$
|
(3,002,070
|
)
|
(2,524,678
|
)
|
$
|
(6,096,384
|
)
|
||
BASIC
AND DILUTED
|
|||||||||||||
NET
LOSS PER COMMON SHARE
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
|||||
WEIGHTED
AVERAGE NUMBER OF
|
|||||||||||||
COMMON
STOCK SHARES OUTSTANDING
|
|||||||||||||
FOR
BASIC AND DILUTED CALCULATION
|
572,059,506
|
286,014,193
|
449,615,979
|
286,014,193
|
EYI
INDUSTRIES, INC.
|
|||||||||||||
CONSOLIDATED
STATEMENT OF STOCKHOLDERS'
DEFICIT
|
Common
Stock
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Number
of
|
|
|
|
Paid-in
|
|
Subscription
|
|
Option/
|
|
Retained
|
|
|
|
|||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Receivable
|
|
Warrants
|
|
Earnings
|
|
Total
|
||||||||
Balance,
December 31, 2005
|
|
|
217,600,875
|
|
$
|
217,600
|
|
$
|
6,155,518
|
|
$
|
(195,000
|
)
|
$
|
2,698,984
|
|
$
|
(11,347,215
|
)
|
$
|
(2,470,113
|
)
|
Vested
stock options issued for consulting at an average price of
$0.20 per share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,750
|
|
|
-
|
|
|
3,750
|
|
Stock
issued to Cornell in exchange for $1,084,565 pursuant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
to
SEDA
|
|
|
42,941,686
|
|
|
42,942
|
|
|
1,041,623
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,084,565
|
|
Shares
returned to treasury
|
|
|
(268,639
|
)
|
|
(269
|
)
|
|
269
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
200,207
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
200,207
|
|
Warrants
issued to Cornell Capital for financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
services
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,148,413
|
|
|
-
|
|
|
3,148,413
|
|
Vested
stock options issued for consulting at $0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
|
-
|
|
|
5,000
|
|
Vested
stock options issued to employees at $0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,400
|
|
|
-
|
|
|
1,400
|
|
Expired
consultant stock options
|
|
|
-
|
|
|
-
|
|
|
961,300
|
|
|
-
|
|
|
(961,300
|
)
|
|
-
|
|
|
-
|
|
Expired
employee stock options
|
|
|
-
|
|
|
-
|
|
|
311,717
|
|
|
-
|
|
|
(311,717
|
)
|
|
-
|
|
|
-
|
|
Vested
stock options issued to employees at $0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
40
|
|
|
-
|
|
|
40
|
|
Expired
consultant stock options
|
|
|
-
|
|
|
-
|
|
|
38,500
|
|
|
-
|
|
|
(38,500
|
)
|
|
-
|
|
|
-
|
|
Expired
employee stock options
|
|
|
-
|
|
|
-
|
|
|
99,988
|
|
|
-
|
|
|
(99,988
|
)
|
|
-
|
|
|
-
|
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
67,604
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
67,604
|
|
Stock
issued to Cornell to retire portion of debenture
|
|
|
34,095,618
|
|
|
34,096
|
|
|
182,140
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
216,236
|
|
Stock
issued to Certain Wealth to retire portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
debenture
|
|
|
22,430,351
|
|
|
22,430
|
|
|
104,195
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
126,625
|
|
Stock
issued to TAIB Bank to retire portion of debenture
|
|
|
28,058,371
|
|
|
28,058
|
|
|
130,403
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
158,461
|
|
Vested
stock options issued to employees at $0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,415
|
|
|
-
|
|
|
1,415
|
|
Warrants
issued to a consulting firm for services services
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
862
|
|
|
-
|
|
|
862
|
|
Warrants
issued to a manufacturer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
services
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,440
|
|
|
-
|
|
|
1,440
|
|
Expired
consultant stock options
|
|
|
-
|
|
|
-
|
|
|
30,000
|
|
|
-
|
|
|
(30,000
|
)
|
|
-
|
|
|
-
|
|
Expired
employee stock options
|
|
|
-
|
|
|
-
|
|
|
37,500
|
|
|
-
|
|
|
(37,500
|
)
|
|
-
|
|
|
-
|
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
170,669
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
170,669
|
|
Restricted
shares issued to a consultant at $0.006
|
|
|
500,000
|
|
|
500
|
|
|
2,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
Restricted
shares issued to a consultant at $0.0069
|
|
|
317,254
|
|
|
317
|
|
|
1,872
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,189
|
|
Net
loss for year ended December 31, 2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,105,759
|
)
|
|
(7,105,759
|
)
|
Balance,
December 31, 2006
|
|
|
345,675,516
|
|
$
|
345,675
|
|
$
|
9,536,004
|
|
$
|
(195,000
|
)
|
$
|
4,382,299
|
|
$
|
(18,452,975
|
)
|
$
|
(4,383,997
|
)
|
Expired
employee stock options
|
|
|
-
|
|
|
-
|
|
|
180,000
|
|
|
-
|
|
|
(180,000
|
)
|
|
-
|
|
|
-
|
|
Stock
issued to Cornell to retire portion of debenture
|
|
|
15,908,008
|
|
|
15,908
|
|
|
54,092
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
70,000
|
|
Stock
issued to Certain Wealth to retire portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
debenture
|
|
|
7,063,155
|
|
|
7,063
|
|
|
24,017
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
31,080
|
|
Stock
issued to TAIB Bank to retire portion of
debenture
|
|
|
8,844,852
|
|
|
8,845
|
|
|
30,075
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
38,920
|
|
Vested
stock options issued to employees at $0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
25
|
|
|
-
|
|
|
25
|
|
Vested
stock options issued to employees at $0.0052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
999,800
|
|
|
-
|
|
|
999,800
|
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
46,924
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
46,924
|
|
Stock
issued in exchange for shares in subsidiary
|
|
|
1,999,323
|
|
|
2,000
|
|
|
118,739
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
120,738
|
|
Expired
consultant stock options
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
|
-
|
|
|
(20,000
|
)
|
|
-
|
|
|
-
|
|
Expired
employee stock options
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(25
|
)
|
|
-
|
|
|
(25
|
)
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
49,044
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
49,044
|
|
Stock
issued to Cornell to retire portion of debenture
|
|
|
13,873,170
|
|
|
13,873
|
|
|
44,027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
57,900
|
|
Stock
issued to Certain Wealth to retire portion of
debenture
|
|
|
6,159,686
|
|
|
6,160
|
|
|
19,548
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
25,708
|
|
Stock
issued to TAIB Bank to retire portion of
debenture
|
|
|
14,070,506
|
|
|
14,071
|
|
|
36,243
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
50,314
|
|
Cornell
conversion adjustment
|
|
|
-
|
|
|
-
|
|
|
4,540
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,540
|
|
Vested
stock options issued to employees at $0.06 per share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16
|
|
|
-
|
|
|
16
|
|
Canceled
employee stock options
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(10
|
)
|
|
-
|
|
|
(10
|
)
|
Beneficial
conversion of convertible debt
|
|
|
-
|
|
|
-
|
|
|
49,059
|
|
|
-
|
|
|
-
|
|
|
|
|
|
49,059
|
|
Stock
issued to Cornell to retire portion of debenture
|
|
|
149,147,059
|
|
|
149,147
|
|
|
8,853
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
158,000
|
|
Stock
issued to Certain Wealth to retire portion of
debenture
|
|
|
36,842,924
|
|
|
36,843
|
|
|
4,522
|
|
|
|
|
|
-
|
|
|
-
|
|
|
41,365
|
|
Stock
issued to TAIB Bank to retire portion of
debenture
|
|
|
43,008,640
|
|
|
43,009
|
|
|
4,859
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
47,868
|
|
Employee
transferred shares to EYI Industries in lieu retired debt valued
at
$24,500
|
|
|
-
|
|
|
-
|
|
|
-24500
|
|
|
15000
|
|
|
-
|
|
|
-
|
|
|
(9,500
|
)
|
EEPI
common stock issued to a consultant for services
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1933
|
|
|
1933
|
|
Net
loss for nine months ended September 30, 2007 (Unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,524,677
|
)
|
|
(2,524,677
|
)
|
Balance,
September 30, 2007 (Unaudited)
|
642,592,839
|
$
|
642,593
|
$
|
10,206,048
|
$
|
(180,000
|
)
|
$
|
5,182,107
|
$
|
(20,975,720
|
)
|
$
|
(5,124,975
|
)
|
EYI
INDUSTRIES, INC.
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
Nine
Months Ended
|
|
Nine
Months Ended
|
|
||||
|
|
September
30, 2007
|
|
September
30, 2006
|
|
||
|
|
(Unaudited)
|
|
(Unaudited)
|
|||
CASH
FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
|
|||||||
Net
loss
|
$
|
(2,524,678
|
)
|
$
|
(6,096,383
|
)
|
|
Loss
allocated to minority interest
|
-
|
121,244
|
|||||
(2,524,678
|
)
|
(6,217,627
|
)
|
||||
Adjustments
to reconcile net loss
|
|||||||
to
net cash used by operating activities:
|
|||||||
Depreciation
and amortization
|
31,063
|
16,007
|
|||||
EEPI
stock issued for consulting service
|
1,933
|
-
|
|||||
Stock
and warrants issued for employee compensation and
consulting
|
999,806
|
10,190
|
|||||
Loss
(gain) on valuation of derivative
|
(940,315
|
)
|
3,026,541
|
||||
Debt
retired in lieu of returned stock
|
(9,500
|
)
|
-
|
||||
Beneficial
conversion of convertible debt
|
145,028
|
267,811
|
|||||
Discount
recognized on convertible debt
|
572,610
|
267,931
|
|||||
Decrease
(increase) in:
|
|||||||
Accounts
receivable
|
(2,742
|
)
|
12,590
|
||||
Related
party receivables
|
-
|
(31,250
|
)
|
||||
Accounts
receivable - other
|
67,581
|
-
|
|||||
Prepaid
expenses
|
82,618
|
(85,408
|
)
|
||||
Inventory
|
133,842
|
(216,377
|
)
|
||||
Deposits
|
(3,027
|
)
|
41,592
|
||||
Increase
(decrease) in:
|
|||||||
Accounts
payable and accrued liabilities
|
214,372
|
(554,527
|
)
|
||||
Accounts
payable - related parties
|
77,155
|
132,111
|
|||||
Notes
payable related party
|
61,431
|
(40,000
|
)
|
||||
Interest
payable, convertible debt
|
279,915
|
149,681
|
|||||
Net
cash used by operating activities
|
(812,908
|
)
|
(3,220,736
|
)
|
|||
CASH
FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
|
|||||||
Decrease
(increase) in property, plant, and equipment
|
(2,961
|
)
|
(40,393
|
)
|
|||
Net
cash provided by investing activities
|
(2,961
|
)
|
(40,393
|
)
|
|||
CASH
FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
|
|||||||
Proceeds
from Cornell SEDA
|
-
|
1,084,565
|
|||||
Net
proceeds from convertible debt
|
-
|
4,030,000
|
|||||
Net
cash used by financing activities
|
-
|
5,114,565
|
|||||
Net
increase in cash and cash equivalents
|
(815,869
|
)
|
1,853,436
|
||||
CASH
- Beginning of Year
|
901,764
|
25,639
|
|||||
CASH
- End of Period
|
$
|
85,895
|
$
|
1,879,075
|
|||
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
|||||||
Interest
expense paid
|
$
|
300,452
|
$
|
174,537
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
Stock
options and warrants vested for consulting and
compensation
|
999,806
|
10,190
|
|||||
EEPI
stock issued for consulting service
|
1,933
|
-
|
|||||
Beneficial
conversion of convertible debt
|
145,028
|
267,811
|
|||||
Gain
on valuation of derivative
|
940,315
|
(3,026,541
|
)
|
||||
Discount
recognized on convertible debt
|
572,610
|
267,931
|
The
following table summarizes stock option activity for the nine months
ended
September 30, 2007 and
for the years ended December 31,
2006:
|
Nine
Months Ended
|
12
Months Ended
|
||||||||||||
September
30, 2007
|
December
31, 2006
|
||||||||||||
Shares
|
Weighted-Average
Exercise Price
|
Shares
|
Weighted-Average
Exercise Price
|
||||||||||
Outstanding
at beginning of period
|
5,265,000
|
$
|
0.0900
|
16,252,390
|
$
|
0.1400
|
|||||||
Options
granted
|
236,255,000
|
$
|
0.0052
|
25,000
|
$
|
0.0600
|
|||||||
Options
exercised
|
|
$
|
-
|
-
|
$
|
-
|
|||||||
Options
canceled/expired
|
8,360,000
|
$
|
0.0053
|
11,012,390
|
$
|
0.1700
|
|||||||
Outstanding
at end of period
|
233,160,000
|
$
|
0.0062
|
5,265,000
|
$
|
0.0900
|
|||||||
Exercisable
at end of period
|
201,275,000
|
$
|
0.0052
|
5,265,000
|
$
|
0.0900
|
|||||||
Weighted-average
fair value of options
|
|
|
|
|
|||||||||
granted
during the period
|
|
$
|
0.0050
|
|
$
|
0.0600
|
The
following table summarizes information about stock options outstanding
as
of September 30, 2007:
|
|||||||||||||||||||
Stock
Options Outstanding
|
Stock
Options Exercisable
|
||||||||||||||||||
Range
of Exercise Prices
|
Shares
Outstanding
|
|
Weighted-Average
Remaining Life
|
|
Weighted-Average
Exercise Price
|
|
Shares
Exercisable
|
|
Weighted-Average
Remaining Life
|
|
Weighted-Average
Exercise Price
|
||||||||
$0.001
- $0.010
|
231,900,000
|
4.34
|
0.0052
|
200,000,000
|
4.34
|
0.0052
|
|||||||||||||
$0.011
- $0.22
|
1,275,000
|
1.43
|
0.1936
|
1,275,000
|
1.43
|
0.1936
|
Number
of Warrants
|
Weighted
Average Remaining Life
|
Average
Exercise Price
|
||||||||
Outstanding
and exercisable
|
131,006,548
|
3.56
|
$
|
0.09
|
Year
ended December 31,
|
Minimum
Amount
|
|||
2007
|
$
|
163,285
|
||
2008
|
141,841
|
|||
2009
|
147,013
|
|||
2010
|
152,186
|
|||
2011
|
157,358
|
·
|
On
November 13, 2007 our wholly owned subsidiary Essentially Yours Industries
(Hong Kong) Limited ("EYI HK") signed an Extension to the China Agency
Agreement dated September 15, 2005 and the Addendum dated July 27,
2007,
between EYI HK and Guangzhou Zhongdian Enterprises (Group) Co. Ltd.
and
China Electronics Import and Export
|
·
|
On
October 31, 2007 Essential
Environmental Products (International) Limited ("EEPI") and Orientrends,
Inc. entered into a Memorandum of Understanding with respect to the
sale
of Ultimate ME2 in the Philippines.
|
·
|
On
September 14, 2007 the company's subsidiaries EYI, EYI Canada and
EEPI
entered into a partnership agreement for the sale of the Mach 3 SEFS
HD
product and the Mach 3 Certified Representative Program for an initial
five year term.
|
·
|
On
September 7, 2007 our subsidiary, EEPI entered into a consulting
agreement
with Danny & Stephanie Shipp (the "Consultants") for an initial one
year term. The Consultants will receive a monthly advance of US$3,000
to
be off set by future commissions.
|
·
|
On
September 1, 2007 our subsidiary EEPI entered into an agreement with
Global Mutual Benefit Network, Inc., a company controlled by Mr.
Dori
O'Neill. Mr. O'Neill is the President and CEO of EEPI.
|
·
|
On
August 31, 2007, Mr. Dori O'Neill resigned as the Executive Vice
President, Chief Operating Officer, Secretary, Treasurer and Director
of
the Company, EYI, EYI Canada and EYI Management.
|
·
|
On
August 20, 2007 our subsidiary, Essentially Yours Industries
(International) Limited ("EYI INT") changed its name to EEPI. On
September
11, 2007 EEPI (Canada) Inc. was incorporated in Canada and on September
12, 2007 EEPI US, Inc. was incorporated in Nevada. Both companies
are
subsidiaries of EEPI.
|
·
|
On
August 9, 2007 800,000 shares of the Company's common stock were
returned
to the Company in full and final settlement of amounts loaned to
an
employee. These shares were initially re-issued in the Company’s name and
then on October 24, 2007, the 800,000 shares were returned to
treasury.
|
·
|
On
July 20, 2007, our subsidiary formerly known as EYI INT entered into
an
agreement with Mach 3 Manufacturing, LLC for the sale of the fuel
additive
product MACH 3 SEFS HD for use with heavy duty diesel internal combustion
engines, turbines, locomotives, open combustion furnaces, boilers,
power
generating and marine diesel engines. The agreement is for a term
of three
years. On August 10, 2007 the agreement was amended to include the
distribution rights in an additional 19
countries
|
a)
|
We
host up to 6 live training calls per week to teach business building
techniques and to provide essential product information
|
b)
|
We
provide a comprehensive business and product training manual (“Success
Planner”) to each new IBA. An electronic version of the Success Planner is
available to all our IBAs through our on-line
platform.
|
c)
|
We
provide a 24/7 online training community in which our IBAs can ask
questions about products, training, and business growth.
|
d)
|
Live
training calls are taped and then posted on-line
|
e)
|
We
promote consignment centers to both act as a fulfillment center for
product orders but also to serve as a training location for local
IBAs
|
f)
|
Our
management team provides specialized training to our team leaders
through
one-on-one calls or conference
calls
|
g)
|
We
assist with the coordination of regional training events and periodically
send members of our management team as guest
speakers.
|
h)
|
Our
customer service department offers one-on-one assistance to our
IBAs
|
·
|
Ultimate
ME2
-
In October 2006, EYI signed a definitive agreement with Mach 3. Through
this agreement, Mach 3 has granted EYI the right to market the fuel
enhancement product Ultimate ME2 (“ME2”). ME2 is a non-polluting fuel
performance additive product that enhances and creates efficient
combustion that cools the engine of vehicles. Test results indicate
that
automobiles using ME2 will create fewer emissions for the environment,
their engines will run smoother and will consume less fuel. In October
2006, EYI placed its first purchase order of the ME2 product and
received
delivery at the end of December. For the nine month period ending
September 30, 2007, this product represented approximately 23% of
our
overall sales.
|
·
|
Mach
3 SEFS HD
-
On July 20, 2007, our wholly owned subsidiary, Essentially Yours
Industries (International) Limited entered into an agreement with
Mach 3
Manufacturing, LLC for the sale of the fuel additive product MACH
3 SEFS
HD for use with heavy duty diesel internal combustion engines, turbines,
locomotives, open combustion furnaces, boilers, power generating
and
marine diesel engines. This agreement was amended on August 10, 2007
to
include an additional 19 countries.
|
Three
months ended
|
Nine
months ended
|
||||||||||||||||||||||||
Summary
of Quarterly Results
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue
|
1,056,952
|
$
|
949,429
|
$
|
107,523
|
11
|
%
|
3,512,123
|
$
|
3,068,166
|
$
|
443,957
|
14
|
%
|
|||||||||||
Cost
of goods sold
|
334,932
|
$
|
268,763
|
$
|
66,169
|
25
|
%
|
1,072,755
|
$
|
947,611
|
$
|
125,144
|
13
|
%
|
|||||||||||
Gross
profit before commissions expense
|
$
|
722,020
|
$
|
680,666
|
$
|
41,354
|
6
|
%
|
$
|
2,439,368
|
$
|
2,120,555
|
$
|
318,813
|
15
|
%
|
|||||||||
Commission
expense
|
406,235
|
$
|
355,556
|
$
|
50,679
|
14
|
%
|
1,292,271
|
$
|
1,120,273
|
$
|
171,998
|
15
|
%
|
|||||||||||
Gross
profit after cost of goods sold and commissions
|
$
|
315,785
|
$
|
325,110
|
($9,325
|
)
|
-3
|
%
|
$
|
1,147,097
|
$
|
1,000,282
|
$
|
146,815
|
15
|
%
|
|||||||||
Operating
expenses
|
761,069
|
$
|
1,260,263
|
($499,195
|
)
|
-40
|
%
|
3,645,134
|
$
|
3,448,684
|
$
|
196,450
|
6
|
%
|
|||||||||||
Operating
loss
|
($445,284
|
)
|
($935,153
|
)
|
$
|
489,869
|
-52
|
%
|
($2,498,037
|
)
|
($2,448,403
|
)
|
($49,634
|
)
|
2
|
%
|
· |
Increased
product sales of Ultimate ME2
|
· |
Increase
in new IBA's who paid the annual membership
fees
|
Three
months ended
|
|
Nine
months ended
|
|
||||||||||||||||||||||
Revenue
by Segments
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|||||||||||||
Administration
fees
|
$
|
35,095
|
$
|
32,620
|
$
|
2,475
|
8
|
%
|
$
|
168,117
|
$
|
111,581
|
$
|
56,536
|
51
|
%
|
|||||||||
Binary
Sales
|
$
|
794,378
|
$
|
670,514
|
$
|
123,864
|
18
|
%
|
$
|
2,560,822
|
$
|
2,147,295
|
$
|
413,527
|
19
|
%
|
|||||||||
Direct
sales
|
$
|
140,531
|
$
|
159,634
|
($19,103
|
)
|
-12
|
%
|
$
|
496,200
|
$
|
517,016
|
($20,816
|
)
|
-4
|
%
|
|||||||||
Affiliate
sales
|
$
|
82,886
|
$
|
85,501
|
($2,615
|
)
|
-3
|
%
|
$
|
272,132
|
$
|
285,388
|
($13,256
|
)
|
-5
|
%
|
|||||||||
Sales
Aids
|
$
|
4,062
|
$
|
1,160
|
$
|
2,902
|
250
|
%
|
$
|
14,852
|
$
|
6,886
|
$
|
7,966
|
116
|
%
|
|||||||||
$
|
1,056,952
|
$
|
949,429
|
$
|
107,523
|
11
|
%
|
$
|
3,512,123
|
$
|
3,068,166
|
$
|
443,957
|
14
|
%
|
·
|
the
launch of our newest product, Ultimate ME2,
and
|
·
|
improvements
made to our Compensation Plan .
|
Three
months ended
|
|
Nine
months ended
|
|
||||||||||||||||||||||
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
||||||||||||||
Consulting
fees
|
$
|
197,673
|
$
|
259,639
|
($61,966
|
)
|
-24
|
%
|
$
|
599,471
|
$
|
743,738
|
($144,267
|
)
|
-19
|
%
|
|||||||||
Legal
and professional fees
|
$
|
30,451
|
$
|
266,908
|
($236,457
|
)
|
-89
|
%
|
$
|
98,600
|
$
|
428,150
|
($329,550
|
)
|
-77
|
%
|
|||||||||
Customer
service
|
$
|
55,880
|
$
|
62,718
|
($6,838
|
)
|
-11
|
%
|
$
|
136,615
|
$
|
169,721
|
($33,106
|
)
|
-20
|
%
|
|||||||||
Finance
and administration
|
$
|
145,298
|
$
|
214,835
|
($69,537
|
)
|
-32
|
%
|
$
|
604,370
|
$
|
643,529
|
($39,159
|
)
|
-6
|
%
|
|||||||||
Sales
and marketing
|
$
|
25,269
|
$
|
59,339
|
($34,070
|
)
|
-57
|
%
|
$
|
75,134
|
$
|
271,631
|
($196,497
|
)
|
-72
|
%
|
|||||||||
Telecommunications
|
$
|
40,938
|
$
|
32,930
|
$
|
8,008
|
24
|
%
|
$
|
128,559
|
$
|
97,955
|
$
|
30,604
|
31
|
%
|
|||||||||
Wages
and benefits
|
$
|
236,964
|
$
|
264,899
|
($27,935
|
)
|
-11
|
%
|
$
|
1,856,538
|
$
|
864,292
|
$
|
992,246
|
115
|
%
|
|||||||||
Warehouse
expense
|
$
|
28,596
|
$
|
98,995
|
($70,399
|
)
|
-71
|
%
|
$
|
145,847
|
$
|
229,668
|
($83,821
|
)
|
-36
|
%
|
|||||||||
$
|
761,069
|
$
|
1,260,263
|
($499,194
|
)
|
-40
|
%
|
$
|
3,645,134
|
$
|
3,448,684
|
$
|
196,450
|
6
|
%
|
Three
months ended
|
|
Nine
months ended
|
|
||||||||||||||||||||||
Other
Income (Expenses)
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|
30-Sep-07
|
|
30-Sep-06
|
|
Variance
|
|||||||||||||
Interest
and other income
|
$
|
178
|
$
|
2,162
|
($1,984
|
)
|
-92
|
%
|
$
|
504
|
$
|
2,405
|
($1,901
|
)
|
-79
|
%
|
|||||||||
Interest
expense
|
($98,217
|
)
|
($117,803
|
)
|
$
|
19,586
|
-17
|
%
|
($300,452
|
)
|
($174,537
|
)
|
($125,915
|
)
|
72
|
%
|
|||||||||
Financing
fees
|
($297,355
|
)
|
($285,534
|
)
|
($11,821
|
)
|
4
|
%
|
($724,138
|
)
|
($592,471
|
)
|
($131,667
|
)
|
22
|
%
|
|||||||||
Gain
(Loss) on derivative
|
$
|
374,430
|
($1,731,034
|
)
|
$
|
2,105,465
|
100
|
%
|
$
|
940,316
|
($3,026,542
|
)
|
$
|
3,966,858
|
100
|
%
|
|||||||||
Foreign
currency gain (discount)
|
$
|
23,058
|
$
|
5,587
|
$
|
17,471
|
313
|
%
|
$
|
57,129
|
$
|
21,919
|
$
|
35,210
|
161
|
%
|
|||||||||
$
|
2,095
|
($2,126,622
|
)
|
$
|
2,128,718
|
-100
|
%
|
($26,641
|
)
|
($3,769,226
|
)
|
$
|
3,742,585
|
-99
|
%
|
·
|
At
September 30, 2007, the Company revalued the derivative embedded
in each
of the three convertible debentures at $289,415 each or a total of
$868,245. As a result, the Company recognized a corresponding gain
of
$133,440.
|
·
|
At
September 30, 2007, the Company also calculated a marked-to-market
adjustment for the warrants issued to Cornell Capital in connection
with
the convertible debenture. The Company recognized a gain of $265,002
as a
result of this valuation.
|
As
at
|
As
at
|
||||||||||||
30-Sep-07
|
31-Dec-06
|
Variance
|
|||||||||||
Current
assets
|
$
|
806,940
|
$
|
1,904,110
|
($1,097,170
|
)
|
-58
|
%
|
|||||
Current
Liabilities
|
$
|
5,668,208
|
$
|
5,928,737
|
($260,529
|
)
|
-4
|
%
|
|||||
Working
Capital (deficit)
|
($4,861,268
|
)
|
($4,024,627
|
)
|
($836,641
|
)
|
21
|
%
|
· |
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.”
|
·
|
the
FTC 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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
demonstrate
that our network marketing policies are enforced, and
|
·
|
demonstrate
that the network marketing program and distributors' compensation
there
under serve as safeguards to deter inventory loading and encourage
retail
sales to the ultimate consumers.
|
·
|
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).
|
Exhibit
Number
|
Description
of Exhibit
|
|||
3.1
|
Articles
of Incorporation.(1)
|
|||
3.2
|
Certificate
of Amendment to Articles of Incorporation dated December 29,
2003.(11)
|
|||
3.3
|
Certificate
of Amendment to Articles of Incorporation dated December 31,
2003.(11)
|
|||
3.4
|
Bylaws.(1)
|
|||
3.5
|
Amended
Bylaws.
(12)
|
|||
3.6
|
Certificate
of Amendment to Articles of Incorporation dated March 30,
2006
|
|||
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
|
Registration
Rights Agreement, dated December 31, 2003, by and among Safe ID
Corporation, A Nevada corporation, and certain shareholders of EYI
Industries, Inc., A Nevada corporation.(5)
|
|||
10.4
|
Stock
Compensation Program(4)
|
|||
10.5
|
Consulting
Agreement dated December 27, 2003 between Rajesh Raniga Inc. and
Safe ID
Corporation.(6)
|
|||
10.6
|
Consulting
Agreement dated January 1, 2004 between EYI Industries, Inc. and
O’Neill
Enterprises Inc.(6)
|
|||
10.7
|
Consulting
Agreement dated January 1, 2004 between EYI Industries, Inc. and
Flaming
Gorge, Inc.
(6)
|
|||
10.8
|
Addendum
to the Distribution and License Agreement between Essentially Yours
Industries, Inc. and Nutri-Diem Inc. dated April 30, 2004.(6)
|
|||
10.9
|
Letter
Agreement dated May 4, 2004 between Eye Wonder, Inc. and EYI Industries,
Inc.(6)
|
|||
10.10
|
Standby
Equity Distribution Agreement, dated June 22, 2004 by and between
EYI
Industries, Inc. and Cornell Capital Partners, LP(6)
|
|||
10.11
|
Registration
Rights Agreement, dated June 22, 2004 by and between EYI Industries,
Inc.
and Cornell Capital Partners, LP(6)
|
|||
10.12
|
Escrow
Agreement, dated June 22, 2004 by and between EYI Industries, Inc.
and
Cornell Capital Partners, LP(6)
|
|||
10.13
|
Placement
Agent Agreement, dated June 22, 2004 by and between EYI Industries,
Inc.
and Cornell Capital Partners, LP(6)
|
|||
10.14
|
Compensation
Debenture, dated June 22, 2004(7)
|
|||
10.15
|
Securities
Purchase Agreement, dated June 22, 2004 by and between EYI Industries,
Inc. and Cornell Capital Partners, LP(6)
|
|||
10.16
|
Investor
Registration Rights Agreement, dated June 22, 2004 by and between
EYI
Industries, Inc. and Cornell Capital Partners, LP(6)
|
|||
10.17
|
Security
Agreement, dated June 22, 2004 by and between EYI Industries, Inc.
and
Cornell Capital Partners, LP(6)
|
|||
10.18
|
Irrevocable
Transfer Agent Instructions, dated June 22, 2004, by and among EYI
Industries, Inc., Cornell Capital Partners, LP and Corporate Stock
Transfer(6)
|
|||
10.19
|
Escrow
Agreement, dated June 22, 2004 by and among EYI Industries, Inc.,
Cornell
Capital Partners, L.P. and Butler Gonzalez, LLP(6)
|
|||
10.20
|
Form
of Secured Convertible Debenture(6)
|
|||
10.21
|
Form
of Warrant(7)
|
|||
10.22
|
Letter
Agreement dated May 25, 2004 between EYI Industries, Inc. and Source
Capital Group, Inc.(8)
|
|||
10.23
|
Lease
Agreement dated May 1, 2003 among 468058 B.C. Ltd., 642706 B.C. Ltd.,
Essentially Yours Industries Corp., and Essentially Yours Industries,
Inc.
(8)
|
|||
10.24
|
5%
Secured Convertible Debenture dated September 24, 2004 between EYI
Industries, Inc. and Cornell Capital Partners, LP(8)
|
|||
10.25
|
5%
Secured Convertible Debenture dated September 27, 2004 between EYI
Industries, Inc. and Kent Chou(8)
|
|||
10.26
|
5%
Secured Convertible Debenture dated September 27, 2004 between EYI
Industries, Inc. Taib Bank, E.C.(8)
|
|||
10.27
|
Assignment
Agreement dated September 27, 2004 between Cornell Capital Partners,
LP
and Taib Bank, E.C.
(8)
|
|||
10.28
|
Assignment
Agreement dated September 27, 2004 between Cornell Capital Partners,
LP
and Kent Chou(8)
|
Exhibit
Number
|
Description
of Exhibit
|
10.29
|
Joint
Venture Agreement dated May 28, 2004 between EYI Industries, Inc.,
World
Wide Buyer’s Club Inc. and Supra Group, Inc.(9)
|
|||
10.30
|
Indenture
of Lease Agreement dated January 3, 2005 between Golden Plaza Company
Ltd., 681563 B.C. Ltd., and 642706 B.C. Ltd.(10)
|
|||
10.31
|
Consulting
Services Agreement dated March 5, 2004 between EYI Industries, Inc.
and
EQUIS Capital Corp.(13)
|
|||
10.32
|
Letter
dated May 25, 2004 between Source Capital Group, Inc. and EYI Industries,
Inc.(14)
|
|||
10.33
|
Consulting
Agreement dated April 1, 2004 between EYI Industries, Inc. and Daniel
Matos(14)
|
|||
10.34
|
Loan
Agreement between Janet Carpenter and EYI Industries, Inc., dated
February
10, 2005(15)
|
|||
10.35
|
Promissory
Note dated February 10, 2005 between Janet Carpenter and EYI
Industries(15)
|
|||
10.36
|
Bonus
Share Agreement between Janet Carpenter and EYI Industries, Inc.
dated
February 14, 2005(15)
|
|||
10.37
|
Pledge
and Escrow Agreement dated February 24, 2005 between Janet Carpenter,
Cornell Capital Partners, LP and David Gonzalez.
(15)
|
|||
10.38
|
Guaranty
Agreement dated February 24, 2005 between Janet Carpenter, Cornell
Capital
Partners, LP(15)
|
|||
10.39
|
Secured
Promissory Note dated February 24, 2005 between EYI Industries, Inc.
and
Cornell Capital Partners, LP(15)
|
|||
10.40
|
Agreement
dated April 22, 2005 between Essentially Yours Industries Inc. and
Source
1 Fulfillment(15)
|
|||
10.41
|
Reseller
Agreement dated May 11, 2005 between Essentially Yours Industries
Inc. and
Metals & Arsenic Removal Technology, Inc.
(16)
|
|||
10.42
|
Termination
Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell
Capital Partners, LP(17)
|
|||
10.43
|
Standby
Equity Distribution Agreement dated May 13, 2005 between EYI Industries
Inc. and Cornell Capital Partners, LP(17)
|
|||
10.44
|
Registration
Rights Agreement dated May 13, 2005 between EYI Industries Inc. and
Cornell Capital Partners, LP(17)
|
|||
10.45
|
Escrow
Agreement dated May 13, 2005 between EYI Industries Inc. and Cornell
Capital Partners, LP(17)
|
|||
10.46
|
Placement
Agent Agreement dated May 13, 2005 between EYI Industries Inc. and
Cornell
Capital Partners, LP(17)
|
|||
10.47
|
Consulting
Agreement dated June 1, 2005 between EYI Industries, Inc. and Eliza
Fung(18)
|
|||
10.48
|
Addendum
to the Reseller Agreement dated June 1, 2005 between Essentially
Yours
Industries Inc. and Metals & Arsenic Removal Technology, Inc.
(18)
|
|||
10.49
|
Non-Circumvention
and Non-Disclosure Agreement dated July 14, 2005 between Essentially
Yours
Industries Inc. and Metals & Arsenic Removal Technology,
Inc.
(18)
|
|||
10.50
|
Promissory
Note dated August 1, 2005 between EYI Industries Inc. and Cornell
capital
Partners, LP(18)
|
|||
10.51
|
Investor
Relations Agreement dated July 28, 2005 between EYI Industries, Inc.
and
Agora Investor Relations Corp.
(18)
|
|||
10.52
|
China
Agency Agreement entered into with Guanghzhou Zhongdian Enterprises
(Group) Co. Ltd. and China Electronics Import and Export South China
Corporation. Dated September 15, 2005(19)
|
|||
10.53
|
Logistics
Management Agreement dated September 1, 2005 between Essentially
Yours
Industries (Hong Kong) Limited and All In One Global Logistics
Ltd.
(20)
|
|||
10.54
|
Contract
for Legal Services dated September 1, 2005 between EYI Industries
Inc. and
M. Ali Lakhani Law Corporation(21)
|
|||
10.55
|
Amended
Investor Relations Agreement dated October 5, 2005 between EYI Industries,
Inc. and Agora Investor Relations Corp. (22)
|
|||
10.56
|
Settlement
Agreement dated December 21, 2005 between EYI Industries, Inc., Halo
Distribution, LLC and Business Centers, LLC
|
|||
10.57
|
Global
Consulting Group Agreement dated January 19, 2006 entered into with
Global
Consulting Group Inc. and EYI Industries Inc.
|
|||
10.58
|
Consulting
Agreement dated January 27, 2006 entered into with Lou Prescott and
Essentially Yours Industries, Inc.
|
|||
10.59
|
Termination
Agreement dated April 3, 2006 between EYI Industries Inc. and Cornell
Capital Partners, LP (25)
|
|||
10.60
|
Letter
of Intent dated April 6, 2006 between Essentially Yours Industries
(International) Limited and Rommel Panganiban and Raul Batista
(25)
|
|||
10.61
|
Securities
Purchase Agreement, dated as of April 24, 2006, by and between EYI
Industries, Inc. and the Buyers listed therein(24)
|
|||
10.62
|
Registration
Rights Agreement, dated as of April 24, 2006, by and between EYI
Industries, Inc. and the Buyers listed therein(24)
|
Exhibit
Number
|
Description
of Exhibit
|
10.63
|
$750,000
Secured Convertible Debenture No. CCP-1, dated as of April 24, 2006,
issued to Cornell Capital Partners, LP(24)
|
|||
10.64
|
$333,333
Secured Convertible Debenture CW-1, dated as of April 24, 2006, issued
to
Cornell Capital Partners, LP(24)
|
|||
10.65
|
$416,667
Secured Convertible Debenture TAIB-1, dated as of April 24, 2006,
issued
to Cornell Capital Partners, LP(24)
|
|||
10.66
|
Security
Agreement, dated as of April 24, 2006, issued to Cornell Capital
Partners,
LP(24)
|
|||
10.67
|
Warrant
No. CCP-001, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.68
|
Warrant
No. CCP-002, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.69
|
Warrant
No. CCP-003, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.70
|
Warrant
No. CCP-004, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.71
|
Warrant
No. CCP-005, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.72
|
Warrant
No. CCP-006, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.73
|
Warrant
No. CCP-007, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.74
|
Warrant,
No. CCP-008, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.75
|
Warrant
No. CCP-009, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.76
|
Warrant
No. CCP-010, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.77
|
Warrant
No. CCP-011, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.78
|
Warrant
No. CCP-012, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.79
|
Warrant
No. CCP-013, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.80
|
Warrant
No. CCP-014, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.81
|
Warrant
No. CCP-015, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.82
|
Warrant
No. CCP-016, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.83
|
Warrant
No. CCP-017, dated April 24, 2006, issued by the Company to Cornell
Capital Partners, LP(24)
|
|||
10.84
|
Irrevocable
Transfer Agent Instructions, dated April 24, 2006, by and among the
Company, the Buyers listed therein and Corporate Stock Transfer,
Inc.
(24)
|
|||
10.85
|
Consulting
Agreement dated May 1, 2006 between Essentially Yours Industries
(Hong
Kong) Limited and Siu Chung (Freeda) Chan (25)
|
|||
10.86
|
Amended
Logistics Management Agreement dated May 1, 2006 between Essentially
Yours
Industries (Hong Kong) Limited and All In One Global Logistics
Ltd.
(29)
|
|||
10.87
|
Distribution
Agreement dated May 17, 2006 between Essentially Yours Industries
(Hong
Kong) Limited and Nozin, LLC(27)
|
|||
10.88
|
Consulting
Agreement dated July 1, 2006 between Essentially Yours Industries,
Inc.
and James Toll(29)
|
|||
10.89
|
Letters
dated July 12, 2006 and July 14, 2006 from Metals & Arsenic Removal
Technology(29)
|
Exhibit
Number
|
Description
of Exhibit
|
10.90
|
Addendum
to the China Agency Agreement dated September 15, 2005 between EYI
HK and
Guangzhou Zhondian Enterprises (Group) Co. Ltd. and China Electronics
Import and Export South China Corporation (28)
|
|||
10.91
|
Consignment
and Distribution Agreement dated September 20, 2006 between Essentially
Yours Industries (International) Limited and Orientrends, Inc.
(32)
|
|||
10.92
|
Investor
Relations Agreement between EYI Industries, Inc and Agoracom Investor
Relations Corp. (32)
|
|||
10.93
|
Settlement
Agreement dated September 1, 2006 between Barry LaRose, Jay Sargeant
and
EYI Industries Inc.
(32)
|
|||
10.94
|
Settlement
Agreement and Release dated September 5, 2006 (32)
|
|||
10.95
|
Letter
Agreement dated September 19, 2006 between Essentially Yours Industries,
Inc., James Toll and Fred Erickson(30)
|
|||
10.96
|
Agreement
between Essentially Yours Industries, Inc. and Mach 3 Technologies
Group,
LLC(31)
|
|||
10.97
|
Agreement
dated October 27, 2006 between Essentially Yours Industries, Inc.
and
Global Trends, Inc.
(36)
|
|||
10.98
|
Agreement
dated November 28, 2006 between Essentially Yours Industries, Inc.
and
Mach 3 Technologies Group, LLC(33)
|
|||
10.98
|
Agreement
dated January 23, 2007 between Essentially Yours Industries, Inc.
and
Colossal Head Communications(34)
|
|||
10.99
|
Agreement
dated January 1, 2007 between Essentially Yours Industries, Inc.
and New
U, Inc. (36)
|
|||
10.100
|
Share
Exchange Agreement dated January 5, 2007 between the Company and
EYI
Shareholders(36)
|
|||
10.101
|
Stock
Incentive Plan(35)
|
|||
10.102
|
Promissory
Note dated April 14, 2007 between EYI Industries, Inc. and Janet
Carpenter(38)
|
|||
10.103
|
Termination
Letter from Flaming Gorge, Inc. dated April 30, 2007(37)
|
|||
10.104
|
Termination
Letter from O'Neill Enterprises, Inc. dated April 30, 2007(37)
|
|||
10.105
|
Consulting
Agreement dated May 1, 2007 between the Company and Flaming Gorge,
Inc.
(37)
|
|||
10.106
|
Consulting
Agreement dated May 1, 2007 between the Company and Global Mutual
Benefit
Network, Inc. (37)
|
|||
10.107
|
Letter
dated June 26, 2007 received from Nutri-Diem Inc.(39)
|
|||
10.108
|
Agreement
dated July 20, 2007 between Essentially Yours Industries (International)
Limited and Mach 3 Manufacturing, LLC(40)
|
|||
10.109
|
Amended
Agreement dated August 10, 2007 between Essentially Yours Industries
(International) Limited and Mach 3 Manufacturing, LLC(41)
|
|||
10.110
|
Termination
Letter from Global Mutual Benefit Network, Inc.(42)
|
|||
10.111
|
Consulting
Agreement between EEPI and Global Mutual Benefit Network, Inc.(42)
|
|||
10.112
|
Memorandum
of Understanding between Essential Environmental Products (International)
Limited and Orientrends , Inc.
|
|||
14.1
|
Code
of Ethics(5)
|
|||
21.1
|
List
of Subsidiaries(23)
|
|||
23.1
|
Consent
of Williams & Webster, P.S.
|
|||
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 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
|
(1)
|
Filed
as an exhibit to the registration statement on Form 10-SB/A of Safe
ID
Corporation, filed with the SEC on September 21,
2000.
|
(2) |
Filed
as an exhibit to the registration statement on Form SB-2 of Essentially
Yours Industries, Inc., filed with the SEC on November 12,
2002.
|
(3) |
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
January 8, 2004.
|
(4) |
Filed
as an exhibit to our Registration Statement on Form S-8, filed with
the
SEC on March 30, 2004.
|
(5) |
Filed
as an exhibit to our annual report on Form 10-KSB for the year ended
December 31, 2003, filed with the SEC on April 14,
2004.
|
(6) |
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
March 31, 2004, filed with the SEC on May 24,
2004.
|
(7)
|
Filed
as an exhibit to our registration statement on Form SB-2, filed with
the
SEC on September 17, 2004.
|
(8)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
September 30, 2004, filed with the SEC on November 22,
2004.
|
(9)
|
Filed
as an exhibit to our Amendment No. 1 to our registration statement
on Form
SB-2 on December 23, 2004.
|
(10)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
January 12, 2005.
|
(11)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
September 30, 2004, filed with the SEC on November 22,
2004.
|
(12)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
March 10, 2005.
|
(13)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB/A for the period
ended March 31, 2004, filed with the SEC on December 15,
2004.
|
(14)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB/A for the period
ended June 30, 2004, filed with the SEC on December 15,
2004.
|
(15)
|
Filed
as an exhibit to our annual report on Form 10-KSB for the period
ended
December 31, 2004, filed with the SEC on April 18,
2005.
|
(16)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on May
17, 2005.
|
(17)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
March 31, 2005, filed with the SEC on May 20, 2005
|
(18)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
June 30, 2005, filed with the SEC on August 19,
2005
|
(19)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
September 27, 2005
|
(20)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
September 30, 2005, filed with the SEC on November 21,
2005
|
(21)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
September 30, 2005, filed with the SEC on November 21,
2005
|
(22)
|
Filed
as an exhibit to our quarterly report on Form 10-QSB for the period
ended
September 30, 2005, filed with the SEC on November 21,
2005
|
(23)
|
Filed
as an exhibit to our annual report on Form 10-KSB for the period
ended
December 31, 2006, filed with the SEC on April 2,
2007.
|
(24)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
April 28, 2006.
|
(25)
|
Filed
as an exhibit to our Quarterly Report on Form 10-QSB for the period
ended
March 31, 2006, filed with the SEC on May 16,
2006.
|
(26)
|
Filed
as an exhibit to our registration statement on Form SB-2/A on June
21,
2006.
|
(27)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
April 28, 2006
|
(28)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
August 3, 2006
|
(29)
|
Filed
as an exhibit to our Quarterly Report on Form 10-QSB for the period
ended
June 30, 2006, filed with the SEC on August 21,
2006
|
(30)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
September 25, 2006
|
(31)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
October 16, 2006
|
(32)
|
Filed
as an exhibit to our Quarterly Report on Form 10-QSB for the period
ended
September 30, 2006, filed with the SEC on November 20, 2006
|
(33)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
December 19, 2006
|
(34)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
February 2, 2007
|
(35)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
February 13, 2007
|
(36)
|
Filed
as an exhibit to our Annual Report on Form 10-KSB, filed with the
SEC on
April 2, 2007
|
(37)
|
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on May
3, 2007
|
(38)
|
Filed
as an exhibit to our Quarterly Report on Form 10-QSB for the period
ended
March 31, 2007, filed with the SEC on May 15,
2007
|
(39) |
Filed
as an exhibit to our Current
Report on Form 8-K, filed with the SEC on July 9,
2007
|
(40) |
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
July 25, 2007
|
(41) |
Filed
as an exhibit to our Current Report on Form 8-K, filed with the SEC
on
August 16, 2007
|
(42) |
Filed
as exhibits to our Current Report on Form 8-K, filed with the SEC
on
September 5, 2007
|
Date
of SEC filing of Form 8-K
|
Description
of the Form 8-K
|
|
July
9, 2007
|
Regulation
FD Disclosure
|
|
July
25, 2007
|
Disclosure
of Material Definitive Agreement
|
|
August
16, 2007
|
Disclosure
of Amended Agreement
|
|
September
25, 2007
|
Disclosure
of the Name Change of a Subsidiary, Termination of Material Agreement
and
entry into Material Agreement
|
EYI
INDUSTRIES, INC.
|
|
|
By:
|
/s/
Jay Sargeant
|
|
|
Jay Sargeant |
|
|
President,
Chief Executive Officer,
|
|
|
and
Director
|
|
|
(Principal
Executive Officer)
|
|
|
Date:
November 14, 2007
|
|
By:
|
/s/
Rajesh Raniga
|
|
Rajesh Raniga |
||
Chief
Financial Officer
(Principal
Accounting Officer)
Date:
November 14, 2007
|