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

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant 		(X)
Filed by a Party other than the Registrant 		(   )

Check the appropriate box:
    
(   )   Preliminary Proxy Statement
(   )   Confidential, for Use of the Commission 
        Only (as permitted by Rule 14a-6(e)(2))
( X )	Definitive Proxy Statement
(   )  	Definitive Additional Materials
(   )  	Soliciting Material Pursuant to Section 240.14a 12
     
EYI INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if other than 
Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act 
Rules 14a-6(i)(1) and 0-11.

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transaction applies: 

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transaction applies: 

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computed pursuant to Exchange Act Rule 0-11 (set forth the 
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by Exchange Act Rule 0 11(a)(2) and identify the filing for 
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previous filing by registration statement number, or the Form 
or Schedule and the date of its filing.

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EYI INDUSTRIES, INC.

NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
DECEMBER 2, 2005
 
To Our Stockholders:
 
Notice is hereby given that the 2005 annual meeting of the 
stockholders of EYI Industries, Inc., a Nevada corporation 
(the "Company") will be held at the Bellagio Hotel & Casino 
at 3600 S. Las Vegas Blvd., Las Vegas, NV 89109, Renoir 1 Room, 
on December 2, 2005, commencing at 10:00 a.m. (Pacific Time), 
for the following purposes:  

1. To elect two directors to serve until their successors are 
duly elected and qualified;

2. To increase the number of authorized shares of the common stock 
of the Company to 1,000,000,000 shares; and

3. To consider and act upon such other business as may properly 
come before the annual meeting or any adjournment thereof.
 
Only stockholders of record at the close of business on October 
10, 2005 are entitled to notice of, and to vote at, the annual 
meeting.

Stockholders unable to attend the meeting in person are requested 
to read the enclosed proxy statement and proxy and then complete 
and deposit the proxy in accordance with its instructions. 
Unregistered stockholders must deliver their completed proxies 
in accordance with the instructions given by their financial 
institution or other intermediary that forwarded the proxy to 
them.


BY ORDER OF THE BOARD OF DIRECTORS
OF EYI INDUSTRIES, INC.

/s/ Jay Sargeant					
				
Jay Sargeant, President & CEO
Burnaby, British Columbia
October 20, 2005

IMPORTANT
 
Whether or not you expect to attend in person, we urge you to sign, 
date, and return the enclosed Proxy at your earliest convenience. 
This will help to ensure the presence of a quorum at the meeting. 
PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE EYI 
INDUSTRIES, INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION.  
Sending in your Proxy will not prevent you from voting your stock at 
the meeting if you desire to do so, as your Proxy is revocable at 
your option.

EYI INDUSTRIES, INC.
7865 EDMONDS STREET
BURNABY, BC  V3N 1B9

PROXY STATEMENT
FOR THE 2005 ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD ON DECEMBER 2, 2005


ANNUAL MEETING

GENERAL

This proxy statement is furnished in connection with the solicitation 
of proxies by the board of directors of EYI Industries Inc. ("we", 
"us", "our", the "Company" or "EYI") for use at the 2005 annual meeting 
of the stockholders to be held on December 2, 2005 at 10:00 a.m. 
(Pacific Time) at Bellagio Hotel & Casino at 3600 S. Las Vegas Blvd., 
Las Vegas, NV 89109, Renoir 1 Room, and at any adjournment thereof, for 
the purposes set forth in the accompanying notice of annual meeting.
 
This proxy statement, the notice of meeting and the enclosed form of 
proxy are expected to be mailed to our stockholders on or about   2005.   


ENTITLEMENT TO VOTE

If you are a record holder of shares of our common stock on the record 
date, you may vote those shares of our common stock in person at the 
annual meeting or by proxy in the manner described below under "Voting 
of Proxies."   If you hold shares of our common stock in a "street 
name" through a broker or other financial institution, you must follow 
the instructions provided by your broker or other financial institution 
regarding how to instruct your broker or financial institution to vote 
your shares.


VOTING OF PROXIES

You can vote the shares that you own on the record date by either 
attending the annual meeting in person or by filling out and sending in 
a proxy in respect of the shares that you own.  Your execution of a proxy 
will not affect your right to attend the annual meeting and to vote in 
person.  

You may revoke your proxy at any time before it is voted by: 

(a)	filing a written notice of revocation of proxy with our corporate 
secretary at any time before the taking of the vote at the annual meeting; 

(b) 	executing a later-dated proxy relating to the same shares and 
delivering it to our corporate secretary at any time before the taking of 
the vote at the annual meeting; or

(c) 	attending the annual meeting, giving affirmative notice at the 
annual meeting that you intend to revoke your proxy and voting in person.  
Please note that your attendance at the annual meeting will not, in and 
of itself, revoke your proxy. 

All shares of common stock represented by properly executed proxies 
received at or prior to the annual meeting that have not been revoked 
will be voted in accordance with the instructions of the stockholder 
who has executed the proxy.   If no choice is specified in a proxy, the 
shares represented by the proxy will be voted FOR the election of all 
the nominees to serve as our directors and FOR the approval of all of 
the other proposals set forth in the accompanying notice of meeting.  
The shares represented by each proxy will also be voted for or against 
such other matters as may properly come before the annual meeting in 
the discretion of the persons named in the proxy as proxy holders.  We 
are not aware of any other matters to be presented for action at the 
annual meeting.  

Any written revocation of proxy or subsequent later-dated proxy should 
be delivered to the office of EYI's legal counsel, O'Neill Law Group 
PLLC c/o 435 Martin Street, Suite 1010 Blaine, Washington, USA 98230 
Fax No. (360) 332-2291.


RECORD DATE AND SHARES ENTITLED TO VOTE

Our board of directors has fixed the close of business on October 10, 
2005 as the record date for the determination of stockholders entitled 
to notice of and to vote at the annual meeting.   At the record date, 
there were 226,259,804 shares of our common stock issued, outstanding, 
and entitled to vote at the annual meeting. Holders of common stock 
are entitled to one vote at the annual meeting for each share of common 
stock held of record at the record date.  There are no separate voting 
groups or separate series of stock.  There is no cumulative voting in 
the election of directors.


QUORUM

A quorum is necessary to hold a valid meeting of our stockholders. The 
required quorum for the transaction of business at the annual meeting 
is twenty percent (20%) of our issued and outstanding shares as of the 
record date.  

In order to be counted for purposes of determining whether a quorum 
exists at the annual meeting, shares must be present at the annual 
meeting either in person or represented by proxy.  Shares that will be 
counted for purposes of determining whether a quorum exists will include:

1. shares represented by properly executed proxies for which voting 
instructions have been given, including proxies which are marked "Abstain"
or "Withhold" for any matter;

2. shares represented by properly executed proxies for which no instruction 
has been given; and

3. broker non-votes.

Broker non-votes occurs when shares held by a broker for a beneficial 
owner are not voted with respect to a particular proposal because the 
broker has not received voting instructions from the beneficial owner 
and the broker does not have discretionary authority to vote such shares.


VOTES REQUIRED

The affirmative vote of the holders of a plurality of the shares of common 
stock voting is required for the election of our directors. This means that 
the nominees who receive the greatest number of votes for each open seat 
will be elected. Votes may be cast in favor of the election of directors 
or withheld.   A vote is withheld when a properly executed proxy is marked 
WITHHOLD for the election of one or more directors. Votes that are withheld 
will be counted for the purposes of determining the presence or absence of 
a quorum but will have no other effect on the election of directors.  Broker 
non-votes will have no effect on the election of directors.

The affirmative vote of the holders of a majority of our common stock 
represented at the annual meeting in person or by proxy is required to:

(a) approve of the amendment to our Articles of Incorporation to increase 
our authorized number of shares of our common stock from 300,000,000 to 
1,000,000,000; and

(b) elect two directors to serve until their successors are duly elected 
and qualified.

Stockholders may vote in favor or against any of these proposals, or they 
may abstain.  Abstentions and broker non-votes will be counted for purposes 
of determining the presence or absence of a quorum and will have no effect 
on the vote with respect to these proposals.  


STOCKHOLDER PROPOSALS

No proposals have been received from any stockholder to be considered at 
the annual meeting.


OTHER MATTERS

It is not expected that any matters other than those referred to in this 
proxy statement will be brought before the annual meeting.  If other matters 
are properly presented, however, the persons named as proxy appointees will 
vote in accordance with their best judgment on such matters. The grant of 
a proxy also will confer discretionary authority on the persons named as 
proxy appointees to vote in accordance with their best judgment on matters 
incidental to the conduct of the annual meeting.


SOLICITATION OF PROXIES

This proxy solicitation is being made on behalf of our board of directors. 
We will solicit proxies initially by mail. Further solicitation may be 
made by our directors, officers and employees personally, by telephone, 
facsimile, e-mail, internet or otherwise, but they will not be 
specifically compensated for these services. Upon request, we will 
reimburse brokers, dealers, banks or similar entities acting as 
nominees for their reasonable expenses incurred in forwarding 
copies of the proxy materials to the beneficial owners of the shares 
of our common stock they hold as of the record date. We will bear 
the expenses incurred in connection with printing, filing and 
mailing of this proxy statement. 


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning 
the number of shares of our common stock owned beneficially 
as of October 10, 2005 by: (i) each of our directors and nominees, 
(ii) each of our named executive officers, and (iii) officers and 
directors as a group. Other than as described below, no person or 
group is known by us to beneficially own more than 5% of our 
outstanding shares of common stock.  Unless otherwise indicated, 
the stockholders listed possess sole voting and investment power 
with respect to the shares shown.


Title of Class  Name and Address Amount and Nature    Percentage
                   of Beneficial Owner of Beneficial Ownership of Common Stock(1)

Directors and Executive Officers

Common Stock	  Jay Sargeant	           94,472,157	          42%
	          3324 Military Avenue     Direct
                  Los Angeles,California   and Indirect(2)

Common Stock	  Dori O'Neill	           11,576,140	          5.1%
	          6520 Walker Avenue       Direct
                  Burnaby,British Columbia and Indirect (3)
                  Canada

Common Stock	  Bruce Nants	           1,060,000 shares         *
                  1999 West Colonial Dr.   Direct
	          Suite 211                and Indirect(6)
                  Orlando, Florida

Common Stock	  Rajesh Raniga	           700,000 shares	    *
	          13357-56 Avenue          Direct
                  Surrey, British Columbia and Indirect(7)
                  Canada
	         
Holders of More than 5% of Our Common Stock

Common Stock	Barry Larose	           23,643,302 shares(4)   10.4%
	        20080 84th Avenue          Direct and Indirect
                Langley, British Columbia
                Canada	

Common Stock	Michel Grise	           17,971,748 shares(5)   7.94%
	        489 Rue Du Massif          Direct and Indirect
                Mont St-Hilaire QC

Common Stock	Jay Sargeant	           94,472,157	          42%
	        3324 Military Avenue       Direct and Indirect(2)
                Los Angeles, California

Common Stock	Dori O'Neill	           11,576,140	          5.1%
	        6520 Walker Avenue         Direct and Indirect (3)
                Burnaby, British Columbia
                Canada


Notes
*	Less than 1%.

(1) Applicable percentage of ownership is based on 226,259,804 
shares of common stock outstanding as of October 10, 2005 together 
with securities exercisable or convertible into shares of common 
ownership is determined in accordance with the rules of the SEC and 
generally includes voting or investment power with respect to securities.  
Shares of common stock subject to securities exercisable or convertible 
into shares of common stock that are currently exercisable or exercisable 
by the person holding such options for the purpose of computing the 
percentage of ownership of such person, but are not treated as 
outstanding for the purpose of computing the percentage ownership 
of any other person.

(2) The shares are held as follows: (i) 50,000 shares are held 
by Northern Colorado, Inc., a company controlled by Mr. Sargeant; 
(ii) 65,477,302 shares are held in the Jay Sargeant Trust, of which 
Mr. Sargeant is the Trustee. Mr. Sargeant has granted to the 
beneficiaries named in the trust the right to receive any cash 
distributions on the shares and has agreed to add to the trust 
corpus any stock dividends or shares granted in respect of, or in 
exchange for, the shares currently held in the trust.  Mr. Sargeant 
retains the right to vote and dispose of the shares or amend the 
trust at any time; (iii) 26,397,236 shares are held by Mr. Sargeant 
beneficially as a named beneficiary under the trust; and 
(iv) 2,500,000 shares which may be acquired by Mr. Sargeant on 
exercise of incentive stock options within 60 days of October 10, 2005.  
Mr. Sargeant acquired 47,619 shares as an investor in the Rule 506 
Private Placement.  Mr. Sargeant purchased each share at a price of
$0.21 with a warrant at $0.30.

(3) Consists of 1,707,756 shares of our common stock held by Dori 
O'Neill directly, 7,368,384 shares held by Mr. O'Neill indirectly 
under the Jay Sargeant Trust, and 2,500,000 shares which may be 
acquired by Mr. O'Neill on exercise of incentive stock options within 
60 days of October 10, 2005.  Mr. O'Neill is a named beneficiary of 
the Jay Sargeant Trust, and is therefore an indirect beneficial owner, 
with respect to 7,368,384 shares.  Under the trust, Mr. O'Neill has 
the right to receive any cash distributions on the shares, but Jay 
Sargeant, as the settlor of the Trust, has retained the right to 
vote and dispose of the shares, and to revoke or amend the trust 
at any time.

(4) Barry LaRose is a named beneficiary of the Jay Sargeant 
Trust, and is therefore an indirect beneficial owner, with 
respect to 23,643,302 shares.  Under the Trust, Mr. LaRose has the 
right to receive any cash distributions on the shares, but Jay 
Sargeant, as the settlor of the Trust, has retained the right to 
vote and dispose of the shares and to revoke or amend the trust 
at any time.

(5) Michel Grise is a named beneficiary of the Jay Sargeant Trust, 
and is therefore an indirect owner, with respect to 17,195,966 shares.  
Under the trust, Mr. Grise has the right to receive any cash 
distributions on the shares, but Jay Sargeant, as the settlor 
of the Trust, has retained the right to vote and dispose of the 
shares and to revoke or amend the trust at any time.

(6) Consists of 60,000 shares held directly by Mr. Nants and 1,000,000 
shares which may be acquired by Mr. Nants on exercise of incentive 
stock options within 60 days of October 10, 2005.

(7) Consists of 250,000 shares held directly by Mr. Raniga and 450,000 
shares which may be acquired by Mr. Raniga on exercise of incentive 
stock options within   60 days of October 10, 2005


EQUITY COMPENSATION PLAN INFORMATION  

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



EQUITY COMPENSATION PLAN INFORMATION AS AT DECEMBER 31, 2004

Plan Category Number of securities  Weighted-average       Number of securities
                to be issued upon         exercise price of outstanding remaining available for
                exercise of outstanding   options, warrants and rights  issuance under equity
                options, warrants and     (b)                           compensation plans
                rights (a)                                              (excluding securities
                                                                        reflected in column (a)
                	                                                (c)
Equity Compensation    Nil                       N/A                       N/A
Plans approved by
security holders

Equity Compensation   19,747,390              $0.14 per share	            5,252,610
Plans not approved
by security holders

Total	      19,747,390          $0.14 per share	    5,252,610



Stock Compensation Program 

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

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

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

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

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

We filed a registration statement under the Securities Act of 1933, 
as amended, to register the 25,000,000 shares of our common stock 
reserved for issuance under the Plan on March 30, 2004. 
  
None of the following persons has any substantial or material 
interest, directly or indirectly, by way of beneficial ownership 
of securities or otherwise, in any matter to be acted on at the 
annual meeting except for our current and future directors and 
executive officers inasmuch as they may be granted stock options 
or stock awards pursuant to our 2004 Stock Incentive Plan:

1. each person who has been one of our directors or executive 
officers at any time since the beginning of our last fiscal year;

2. each nominee for election as one of our directors; or 

3. any affiliate or associate of any of the foregoing persons.

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS TO OUR BOARD OF DIRECTORS 

YOUR BOARD RECOMMENDS A VOTE "FOR" THE NOMINEES.
DIRECTORS ARE ELECTED BY A PLURALITY OF THE VOTES CAST.


ELECTION OF DIRECTORS

Our directors are appointed for one-year terms to hold office until 
the next annual general meeting of the holders of our common stock 
or until removed from office in accordance with our by-laws. Our 
officers are appointed by our Board of Directors and hold office until 
removed by our Board of Directors. Each director serves until the end of 
his term and until his successor has been elected and qualified. Our 
officers serve at the discretion of our board of directors.

Stockholders will appoint at the annual meeting three directors who 
will hold office until our 2006 meeting, or until their successors have 
been elected and qualified. 



Name	     Age  Position with the Company	   Date First Elected or Appointed
Jay Sargeant	57	President, Chief Executive          Director, Chief Executive Officer
 		        Officer and Director		    and President since December 31,2003

Dori O'Neill	45      Executive Vice-President, Treasurer Executive Vice-President, Treasurer,
	                Chief Operations Officer, Secretary Chief Operations Officer, Secretary
                        and Director	                    and Director since December 31, 2003
Rajesh Raniga	39	Chief Financial Officer	            Chief Financial Officer since
                                                            December 31, 2003
Bruce Nants	54	Director	                    Director since March 1, 2004




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

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

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

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


NOMINEES FOR ELECTION AS DIRECTORS

Messrs. Jay Sargeant and Dori O'Neill have been nominated by our board 
of directors to be elected to hold office until the 2006 annual meeting 
of our stockholders.  

It is the intention of the persons named in the accompanying form of 
proxy to vote proxies for the election of the above nominees and each 
of the above nominees have consented to being named in this proxy 
statement and to serve, if elected on our board of directors. In the 
event that the above nominees should for some reason, presently unknown, 
become unavailable for election, the persons named in the form of proxy 
intend to vote for substitute nominees.

Family Relationships 

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


COMPENSATION OF DIRECTORS

As at December 31, 2004, our directors were reimbursed for reasonable 
out-of-pocket expenses in connection with attendance at board of director 
and committee meetings, and are periodically granted options to purchase 
shares of our common stock at the discretion of our board of directors 
or our stock option committee, when constituted.


MEETINGS OF DIRECTORS DURING THE 2004 FISCAL YEAR

During our 2004 fiscal year, a total of two meetings of our board of 
directors were held and various matters were approved by consent 
resolution.  All of our directors attended each of the meetings of 
our board of directors held during the 2004 fiscal year.


COMMITTEES OF OUR BOARD OF DIRECTORS

Audit Committee

The entire board of directors performs the functions of an audit 
committee, but no written charter governs the actions of the 
board of directors when performing the functions of an audit 
committee. The board of directors approves the selection of our 
independent accountants and meets and interacts with the independent 
accountants to discuss issues related to financial reporting. In 
addition, the board of directors reviews the scope and results 
of the audit with the independent accountants, reviews with 
management and the independent accountants our annual operating 
results, considers the adequacy of our internal accounting 
procedures and considers other auditing and accounting matters 
including fees to be paid to the independent auditor and the 
performance of the independent auditor.

For the fiscal year ending December 31, 2004, the board of 
directors:

1. Reviewed and discussed the audited financial statements with 
management of EYI;

2. Discussed with Williams & Webster, P.S., the independent auditors 
of EYI, the matters required to be discussed by Statement on Accounting 
Standards No. 61 (communications with Audit Committees); and 

3. Reviewed and discussed the written disclosures and the letter from 
EYI's independent auditors on the matters relating to the auditor's 
independence from EYI. 

Based upon the board of directors' review and discussion of the matters 
above, the board of directors authorized inclusion of the audited 
financial statements for the year ended December 31, 2004 to be 
included in our Annual Report on Form 10-KSB for the year ended 
December 31, 2004 filed with the Securities and Exchange Commission. 

We presently do not have a compensation committee, an executive 
committee of our board of directors, stock plan committee or any 
other committees. However, our board of directors will consider 
establishing various committees during the current fiscal year.

Nomination Committee
 
Our board of directors does not maintain a nominating committee. As 
a result, no written charter governs the director nomination process. 
Other than Bruce Nants, none of our directors qualify as independent 
under the rules and regulations of NASDAQ and the SEC.  The size of EYI
and the size of the board of directors, at this time, do not require a 
separate nominating committee. Our independent directors annually review 
all director performance over the past year and make recommendations to 
the board of directors for future nominations. When evaluating director 
nominees, our independent directors consider the following factors: 

(i) The appropriate size of EYI's board of directors;  

(ii) The needs of EYI with respect to the particular talents and 
experience of its directors;  

(iii) The knowledge, skills and experience of nominees, including 
experience in finance, administration or public service, in light 
of prevailing business conditions and the knowledge, skills and 
experience already possessed by other members of the board;  

(iv) Experience with accounting rules and practices; and  

(v) The desire to balance the benefit of continuity with the 
periodic injection of the fresh perspective provided by new 
board members.  

Other than the foregoing, there are no stated minimum criteria 
for director nominees, although the board of directors may also 
consider such other factors as it may deem are in the best 
interests of EYI and its stockholders. In addition, the Board 
of Directors identifies nominees by first evaluating the current
members of the board willing to continue in service. Current 
members of the board with skills and experience that are relevant 
to our business and who are willing to continue in service are 
considered for re-nomination. If any member of the board does 
not wish to continue in service or if the board decides not 
to re-nominate a member for re-election, the board then 
identifies the desired skills and experience of a new nominee 
in light of the criteria above. Current members of the board 
of directors are polled for suggestions as to individuals 
meeting the criteria described above. The board may also 
engage in research to identify qualified individuals. To 
date, we have not engaged third parties to identify or 
evaluate or assist in identifying potential nominees, 
although we reserve the right in the future to retain a 
third party search firm, if necessary. The board of directors 
does not typically consider stockholder nominees because it 
believes that its current nomination process is sufficient 
to identify directors who serve our best interests. 

Code of Ethics

We adopted a Code of Ethics applicable to our Chief 
Executive Officer, Chief Financial Officer, Corporate 
Controller and certain other finance executives, which is a 
"code of ethics as defined by applicable rules of the SEC. Our
Code of Ethics is attached to our Annual Report on Form 10-KSB 
filed with the SEC on April 14, 2004. If we make any amendments
to our Code of Ethics other than technical, administrative, or 
other non-substantive amendments, or grant any waivers, including 
implicit waivers, from a provision of our Code of Ethics to our 
chief executive officer, chief financial officer, or certain other 
finance executives, we will disclose the nature of the amendment 
or waiver, its effective date and to whom it applies in a Current 
Report on Form 8-K filed with the SEC.

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

Section 16(a) of the Exchange Act requires our executive 
officers and directors, and persons who beneficially own 
more than ten percent of our equity securities, to file 
reports of ownership and changes in ownership with the SEC. 
Officers, directors and greater than ten percent stockholders 
are required by SEC regulation to furnish us with copies of 
all Section 16(a) forms they file. Based on our review of 
the copies of such forms received by us, we believe that 
during the fiscal year ended December 31, 2004 all such 
filing requirements applicable to our officers and directors 
were complied with exception that reports were filed late by 
the following persons: 

Name and            Number          Transactions Not Known Failures
Principal Position  of Late Reports Timely Reported  to File a Required Form


Jay Sargeant
President, Chief Executive   3             3             -
Officer, and Director


Dori O'Neill
President, Chief
Operations Officer,          5	           5	         -
Secretary, Treasurer
and Director

Michel Grise                 1	           1	         -
10% shareholder



EXECUTIVE COMPENSATION

The following table sets forth certain summary information 
concerning the compensation paid or accrued for each of EYI's 
last three completed fiscal years to EYI's or its principal 
subsidiaries' Chief Executive Officer and each of its other 
executive officers that received compensation in excess of 
$100,000 during such period (as determined at December 31, 
2004, the end of EYI's last completed fiscal year)
(the "Named Executive Officers"):


SUMMARY COMPENSATION TABLE


	                           Annual Compensation	       Long Term Compensation   All
Name/TitleYearSalaryBonusOther Annual Compensation Restricted  Options/LTIP payouts Other
                                                         Stock Awarded SARs   ($)	  Compensation
Jay Sargeant(1)
President,
CEO and
Director
            2004  --	 --	 $240,000 (2)	 --      --     --  4,200,000   --   	    --
	    2003  --	 --	 $240,000 (2)	 --      --	--	--	--          --
	    2002  --	 --	  $20,000 (2)	 --	 --	--	--      --          --

Dori O'Neill(3)	Chief
Operations
Officer,
Secretary,
Treasurer
And Director2004 --	 --	 $240,000 (4)	 --	--	--  7,400,000               --
	    2003 --	 --	 $180,000 (4)	 --	--	--	--                  --
	    2002 --	 --	  $30,000 (4)	 --	--	--	--                  --
                              



Notes:
(1)Mr. Sargeant was appointed as our President and Chief Executive
Officer on December 31, 2003.

(2)We paid management consulting fees to Flaming Gorge, Inc., a
private company controlled by Mr. Sargeant, our President, CEO and
director, for his management of the operation of the company and our
subsidiaries, reporting to the Board of Directors, and appointing
managers to oversee certain departments. Mr. Sargeant was compensated
at the rate of $20,000 per month, on a month to month basis commencing
November 5, 2002.  The agreement was for an initial five-year term,
which is automatically renewable upon expiry of the
five-year period on a year-to-year basis. Effective January 1, 2004,
we extended the consulting agreement of Mr. Sargeant for an additional
five years.

(3)Mr. O'Neill was appointed as our Executive Vice-President, Chief
Operations Officer,Secretary, Treasurer on December 31, 2003.

(4)We paid management consulting fees to O'Neill Enterprises Inc.,
a private company controlled by Mr. O'Neill, our Executive
Vice-President, COO, Secretary, Treasurerand director, for the management
of day to day activities andoperations of the company and our subsidiaries.
Mr. O'Neill was compensated at the rate of $15,000 per month,on a month
to month basis commencing November 5, 2002.  The agreement was for an 
initial five-year term, which is automatically renewable upon expiry of 
the five-year period on a year-to-year basis.  Effective January 1, 2004,
we increased the consulting fees payable to Mr. O'Neill to $20,000 per 
month,and extended the term by five years.



OPTION/SAR GRANTS TABLE

Name   	No. Of Securities Underlying% Total Options/SARs Exercise or Base Expiration
                 Options/SARS Granted (#)     Granted to Employees     Price               Date
                                              in year ended December   ($ perShare)
					      31 2004%

Jay Sargeant        3,200,000(1)              3.1%                      0.19               04/30/06
President, Chief    1,000,000                                           0.11               09/30/06
Executive Officer   3,200,000(1)                                        0.08               12/27/06
and Director

Dori O'Neill        3,200,000(2)              17.95%                0.165              04/04/06
Chief Operations    3,200,000(1)                                        0.19               04/30/06
Officer,            1,000,000                                           0.11               09/30/06
Secretary,          3,200,000(1)                                    0.08           12/27/06
Treasurer
and Director


(1)	On December 27, 2004, our board of directors approved the re-pricing of 3,200,000 options
issued to Mr. O'Neill and 3,200,000 options issued to Mr. Sargeant.   The 6,400,000 options were
cancelled on December 27, 2004 and 3,200,000 options were issued on December 27, 2004 to each of
Mr. O'Neill and Mr. Sargeant to replace their cancelled options. The new options have 
a $0.08 exercise price and expire December 27, 2006.
(2)	The 3,200,000 options were exercised on April 21, 2004

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

The following table contains information regarding options exercised in the year ended December
31, 2004, and the number of shares of common stock underlying options held as of December 31,
2004, by EYI's Named Executive Officers.



AGGREGATED OPTIONS/SAR EXERCISES
IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTIONS/SAR VALUES




  	 	  	 	  	 	Number of Securities Underlying  	 Value of Unexercised
  	 	Shares  	  	 	Unexercised Options/SARs  	 	In-the-Money Options/SARs
  	 	Acquired on  	Value  	 	at FY-End  	 	at FY-End
  	 	Exercise  	Realized  	(#)  	 	       ($)
Name  	   (#)  	($)  	 	Exercisable  	 	Unexcersiable  	 	Exercisable  	Unexercsiable

Jay Sargeant
President,
Chief Executive
Officer and
Director  	200,250  	$22,027	 	3,999,750	 	--  	 	         --  	 	   --




Dori O'Neill
Chief  Operations Officer, Secretary,
Treasurer  and Director
	 	3,200,000  $528,000	4,200,000	 	--  	 	 --  	    -- 	 





REPRICING OF OPTIONS

During the year ended December 31, 2004, our board of directors 
approved the re-pricing of: (i) options to purchase 3,200,000 shares 
of our common stock granted in favor of Mr. Sargeant, our president 
and chief executive officer, on April 30, 2004 at a price of $0.19; 
and (ii) options to purchase 3,200,000 shares of our common stock 
granted in favor of Mr. O'Neill, our president and chief executive 
officer, on April 30, 2004 at a price of $0.19. The option price was 
reduced to $0.08 per share in order that the exercise price was more 
reflective of the then current trading price of our common stock and 
in order to provide a continuing performance incentive. The 6,400,000
options were cancelled on December 27, 2004 and 3,200,000 options were 
issued on December 27, 2004 to each of Mr. O'Neill and Mr. Sargeant to 
replace their cancelled options. The new options have a $0.08 exercise 
price and expire December 27, 2006. 


COMPENSATION ARRANGEMENTS 

Compensation of Directors 

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

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

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


LONG-TERM INCENTIVE PLANS 

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


INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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

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

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

In November 2002, we entered into a consulting agreement with Flaming 
Gorge, Inc., a company controlled by Jay Sargeant, our President, Chief 
Executive Officer and a member of our Board of Directors. Pursuant to 
the agreement, we agreed to pay $20,000 per month in consideration of 
management consulting services provided by Mr. Sargeant to us. This 
agreement automatically renewed on a year-to-year basis at the end of 
the initial five (5) year term.  Effective January 1, 2004, we extended 
the consulting agreement of Mr. Sargeant for an additional five year 
extension.

On May 27, 2002, pursuant to a Declaration of Trust and the revised 
First Amendment to Trust Agreement dated December 23, 2003, Jay Sargeant, 
agreed that in the event he becomes the owner of stock in EYI Nevada, 
and/or RGM International, Inc., a Nevada corporation, he will hold stock 
in trust for the below listed persons. As at December 31, 2004 Mr. 
Sargeant held 91,874,538 shares of common stock of EYI Nevada, allocated 
as follows:

NAME            NUMBER OF SHARES 
Jay Sargeant	  26,397,236
Barry LaRose	  23,643,302
Michel Grise	  17,195,966
Dori O'Neill	   7,368,384
Thomas Viccars	   7,368,384
Kristan Sargeant   3,684,192
Rena Davis	   1,842,096
Donna Keay	   1,381,572
Janet Carpenter	   1,381,572
Shauna Browne	     921,048
Harnek Chandi	     690,786      


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

During the year ended December 31, 2004, we purchased approximately 
90% of our products for resale from Nutri-Diem Inc., a company owned 
in part by a director of our company.

In January 2004, EYI entered into a consulting agreement with Rajesh 
Raniga Inc ("RR INC") whereas Rajesh Raniga, the principal of RR INC., 
is to act as our Chief Financial Officer on a month to month basis for 
consideration of $150 CAD per hour with a minimum charge of $2,000 CAD 
per month and 250,000 shares of our common stock. In January, 2004, we 
issued 250,000 shares of restricted common stock to Rajesh Raniga Inc. 
as compensation for the high degree of responsibility associated with 
the position, and the assistance provided with the share exchange 
transaction with Safe ID. Mr. Raniga became our chief financial
officer on January 1, 2004. Rajesh Raniga, nor RR INC., is an employee 
of EYI, but rather RR INC. is an independent contractor.


LEGAL PROCEEDINGS

There are currently no legal proceedings to which any of EYI's 
directors and officers are a party adverse to EYI or in which any 
of EYI's directors  and  officers  have  a  material  interest  
adverse to  EYI.

PROPOSAL NUMBER TWO

AMENDMENT OF ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

On October 19, 2005, our board of directors approved an amendment 
to the Articles of Incorporation of EYI to increase the authorized 
common stock of EYI to 1,000,000,000 shares of common stock.  The increase 
to the number of shares will require an amendment to our Articles of 
Incorporation.  Our board of directors has directed that the increase to 
the shares of authorized common stock and the corresponding amendment to our 
Articles of Incorporation be submitted for approval by our stockholders. 

Our board of directors has determined that it would be in the best interests 
of EYI to amend its Articles of Incorporation to increase the number of 
authorized shares of common stock from 300,000,000 shares to 1,000,000,000 
shares. Each additional share of common stock will have the same rights 
and privileges as each share of currently authorized common stock. Our board 
of directors believes it is in the best interests of EYI to increase the 
number of authorized shares in order to give EYI greater flexibility in 
financing its business operations, and to allow EYI to avoid holding further 
stockholder meetings to increase its authorized capital to meet its 
financing requirements.  The shares will be available for issuance by our 
board of directors for proper corporate purposes, including but not 
limited to, stock dividends, stock splits, acquisitions, financings 
and compensation plans.  The issuance of additional shares of common 
stock could have the effect of diluting earnings per share, voting power 
and shareholdings of stockholders. It could also have the effect of making 
it more difficult for a third party to acquire control of EYI. We anticipate 
issuing additional shares of common stock in connection with future financings 
of EYI.  We presently do not have any agreement or other arrangement: (i) for 
any for any financing involving the issuance of shares of our common stock 
and there is no assurance we will enter into any equity financing arrangement; 
(ii) for issuing any additional shares of our common stock. Current 
stockholders do not have preemptive rights to subscribe for, purchase or 
reserve any shares of the authorized capital stock of EYI.

If the increase to our authorized shares of common stock is approved 
by our stockholders, we will file an amendment to our Articles of 
Incorporation with the Secretary of the State of Nevada as practicable 
after stockholder approval is obtained.  

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE INCREASE 
TO THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND A CORRESPONDING 
AMENDMENT TO EYI'S ARTICLES OF INCORPORATION.


INDEPENDENT PUBLIC ACCOUNTANTS

Our current principal accountants are Williams and Webster, P.S. ("WW"). 
WW have audited EYI's financial statements for the fiscal years ended 
December 31, 2004, 2003 and 2002.   EYI is not recommending that its 
principal accountants be submitted to the stockholders of EYI for 
election, approval or ratification because EYI is not required to 
do so under its Articles of Incorporation, its bylaws or the Nevada 
Revised Statutes. EYI anticipates that a representative of Williams 
& Webster, P.S. will not be present at the annual meeting.  

AUDIT FEES

The aggregate fees billed for the two most recently completed fiscal years 
ended December 31, 2004 and 2003 for professional services rendered by the 
principal accountant for the audit of our annual financial statements and 
review of the financial statements included our Quarterly Reports on Form 
10-QSB and services that are normally provided by the accountant in 
connection with statutory and regulatory filings or engagements for 
these fiscal periods were as follows:

             Year Ended December 31, 2004    Year Ended December 31, 2003

Audit 
Related Fees         $106,500                      $56,710
Tax Fees                $0                          $2,150
All Other Fees          $0                          $1,000
Total                $106,500                      $59,860

INDEPENDENCE

Our audit committee pre-approves all non-audit services to be performed 
by our principal accountant in accordance with our audit committee charter.


FORWARD LOOKING STATEMENTS

This proxy statement includes statements that are not historical facts.  
These statements, identified by words such as "plan", "anticipate", 
"believe", "estimate", "should," "expect" and similar expressions, include 
our expectations and objectives regarding our future financial position, 
operating results and business strategy. These statements reflect the 
current views of management with respect to future events and are subject 
to risks, uncertainties and other factors that may cause our actual results, 
performance or achievements, or industry results, to be materially different 
from those described in the forward-looking statements.  As such, these 
forward-looking statements involve uncertainty and risk.  Other factors and 
assumptions not identified above could also cause the actual results to 
differ materially from those set forth in any forward-looking statement.  
We advise you to carefully review the reports and documents we file from 
time to time with the Securities and Exchange Commission ("SEC"), 
particularly our annual reports on Form 10-KSB, quarterly reports on 
Form 10-QSB and our current reports on Form 8-K.


FUTURE STOCKHOLDER PROPOSALS

In accordance with the United States Securities and Exchange Commission 
(the "SEC") Rule 14a-8, stockholders who wish to present proposals for 
inclusion into proxy materials to be distributed in connection with our 
next annual meeting must submit their proposals to our principal executive 
offices within a reasonable time before we begin to print and mail our 
proxy materials in connection with our next annual meeting.  Stockholder 

proposals must satisfy the conditions established by the SEC for 
stockholder proposals in order to be included in EYI's proxy statement 
for that meeting.  


WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended.  We file reports, proxy statements 
and other information with the SEC.  You may read and copy these 
reports, proxy statements and other information at the SEC's Public 
Reference Section of the SEC, Room 1580, 100 F Street NE, Washington 
D.C. 20549.  You may obtain information on the operation of the 
Public Reference Room by calling the SEC at 1-800-SEC-0330.  The 
SEC also maintains an Internet website, located at www.sec.gov that 
contains reports, proxy statements and other information regarding 
companies and individuals that file electronically with the SEC.


BY ORDER OF THE BOARD OF 
DIRECTORS OF EYI INDUSTRIES, INC.


/s/ Jay Sargeant
__________________________________
JAY SARGEANT
President, and Chief Executive Officer

Burnaby, British Columbia 
October 20, 2005

PROXY

ANNUAL MEETING OF STOCKHOLDERS OF

EYI INDUSTRIES, INC.
(the "Company")

TO BE HELD AT: 

BELLAGIO HOTEL & CASINO
3600 S. LAS VEGAS BLVD., LAS VEGAS, NV 89109, RENOIR 1 ROOM
ON DECEMBER 2, 2005 AT 10:00 AM (PACIFIC TIME)

The undersigned stockholder ("Registered Shareholder") of the Company 
hereby appoints, JAY SARGEANT, a Director of the Company, or failing this 
person, DORI O'NEILL, a Director of the Company, or in place of the foregoing,
______________________________ as proxyholder for and on behalf of the 
Registered Shareholder with the power of substitution to attend, act and 
vote for and on behalf of the Registered Shareholder in respect of all matters 
that may properly come before the Meeting of the Registered Shareholders of 
the Company and at every adjournment thereof, to the same extent and with the 
same powers as if the undersigned Registered Shareholder were present at the 
said Meeting, or any adjournment thereof.

The Registered Shareholder hereby directs the proxyholder to vote the 
securities of the Company registered in the name of the Registered 
Shareholder as specified herein.

The undersigned Registered Shareholder hereby revokes any proxy previously 
given to attend and vote at said Meeting.


SIGN HERE:		

Please Print Name:		

Date:		

Number of Shares
Represented by Proxy:	



Resolutions (For full detail of each item, please see the enclosed Notice 
of Meeting and Proxy Statement)




1.
Election of Director:     

For         

Withhold

Nominee - DORI O'NEILL




      ____        _____


2.Election of Director: 

Nominee - JAY SARGEANT





      ____        _____




3.Approval of Increase of the Number of Shares of Authorized 
Common Stock to 1,000,000,000 Shares




  

For

   Against   

Abstain


____  _______   _______


THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED .
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE

      INSTRUCTIONS FOR COMPLETION OF PROXY

1.	This proxy is solicited by the Management of the Company.

2. This form of proxy (the "Instrument of Proxy") must be signed by you, 
the Registered Stockholder, or by your attorney duly authorized by you in 
writing, or, in the case of a company, by a duly authorized officer or 
representative of the company; and if executed by an attorney, officer, 
or other duly appointed representative, the original or a notarial 
copy of the instrument so empowering such person, or such other 
documentation in support as shall be acceptable to the Chairman of 
the Meeting, must accompany this Instrument of Proxy.

3.	If this Instrument of Proxy is not dated in the space provided, 
authority is hereby given by you, the Registered Stockholder, for the 
named proxies to date this proxy seven (7) calendar days after the date 
on which it was mailed to you, the Registered Stockholder. 

4.	A Registered Stockholder who wishes to attend the Meeting and 
vote on the resolutions in person, may simply register with the scrutineers 
before the Meeting begins. 
 
5.	A Registered Stockholder who is not able to attend the Meeting in 
person but wishes to vote on the proposals set out in this Instrument of 
Proxy may appoint the management persons named on this Instrument of Proxy 
as proxy for the Registered Stockholder by completing and signing this 
Instrument of Proxy and by indicating your choice on a proposal by placing 
an "X" in the appropriate box.  Where no choice is specified by a 
Registered Stockholder with respect to a proposal set out in this Instrument 
of Proxy, a management appointee acting as proxy will vote in favor of that 
proposal;

6. The securities represented by this Instrument of Proxy will be voted or 
withheld from voting in accordance with the instructions of the Registered 
Stockholder on any poll of a resolution that may be called for and, if the 
Registered Stockholder specifies a choice with respect to any matter to be 
acted upon, the securities will be voted accordingly.  Further, the securities 
will be voted by the appointed proxy with respect to any amendments or 
variations of any of the resolutions set out on the Instrument of Proxy or
matters which may properly come before the Meeting as the proxy, in its sole 
discretion, sees fit.

If a Registered Stockholder has submitted an Instrument of Proxy, the 
Registered Stockholder may still attend the Meeting and may vote in person.  
To do so, the Registered Stockholder must record his/her attendance with the 
scrutineers before the commencement of the Meeting and revoke, in writing, 
the prior votes.

To be represented at the Meeting, this proxy form must be received at the 
office of the Company's legal counsel, O'Neill Law Group PLLC, by mail or 
by fax no later than forty eight (48) hours (excluding Saturdays, Sundays 
and holidays) prior to the time of the Meeting, or adjournment thereof or may 
be accepted by the Chairman of the Meeting prior to the commencement of the 
Meeting. The mailing address and fax number is:

O'NEILL LAW GROUP PLLC
435 Martin Street, Suite 1010
Blaine, Washington, USA 98230
Fax No. (360) 332-2291