SecProbe.io

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Mail Stop 6010

					June 23, 2005

Mr. Jay Sargeant
Chief Executive Officer
EYI Industries, Inc.
7865 Edmonds Street
Burnaby, BC
Canada V3N 1B9

Re:	EYI Industries, Inc.
	Registration Statement on Form SB-2
      File No. 333-125344
Filed May 27, 2005

Dear Mr. Sargeant:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The filing was monitored solely with respect to compliance
with
the staff`s outstanding comments to you dated January 12, 2005.
No
further review of the above-described registration statement has
been
or will be made.  All persons who are by statute responsible for
the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required pursuant to the Securities
Act
of 1933 has been included.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We

welcome any questions you may have about our comments or on any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

General

1. Please note that our comments, unless otherwise specified,
pertain
to your responses to our previous comment letter, dated January
12,
2005, regarding your registration statement on Form SB-2, File
Number
333-119106 (withdrawn April 26, 2005).  As stated in our recent
letter of June 8, 2005, these comments remain outstanding and must
be
resolved before we will be in a position to declare your current
registration statement effective.

2. Along with your next response letter, please provide us with a
marked copy of the amended Form SB-2 that clearly evidences the
revisions you have made to the registration statement.  In
addition,
it will assist us greatly in our review if you specifically
indicate
in your future responses how you have revised the registration
statement in response to our comments and where precisely such
revisions appear in the amended SB-2.  Please include page number
references.  We note that responses such as "We have made the
revisions requested" and "We have added the disclosure requested"
can
make it difficult for the staff to locate changes in the revised
disclosure.

3. We note your response to comment 8.  Once again, however, you
have
provided no analysis that would support your conclusion that
neither
Yorkville Advisors nor Mr. Angelo are statutory underwriters.
Therefore, we reissue comment 8 in its entirety.   It appears that
Yorkville Advisors and Mr. Angelo are statutory underwriters and
should be named as underwriters in the prospectus.  They are both
directly or indirectly participating in the distribution of the
securities in the financing transaction.  Please provide your
legal
analysis why this is not the case or revise the prospectus
accordingly.  Note that conclusory statements about the statutory
underwriter status of Yorkville Advisors and Mr. Angelo are not
acceptable, nor is your reliance on Aqua Wellington North America
Equities Fund, Ltd. (Oct. 11, 2001) without adequate legal
analysis.

4. We note your response to comment 16 and the associated
revisions
to the registration statement.  We reissue the comment in part.
You
state that you have made the revisions as we requested, but we
were
unable to find any disclosure responsive to our previous comment
except for a reference at the top of page 31 that the Company does
not expect any additional costs associated with the expansion of
the
marketing for Calorad.  As requested before, please disclose in
the
body of the prospectus the total projected costs of the computer
system upgrades and genealogy system.  For each project, disclose
how
much of the total costs you expect to incur during the next

twelve months.  In addition, if you do not anticipate or intend
that
more than one commercial will be produced during this time, please
so
state.  You should also explain what your genealogy system and
Jenkon
are.

5. In addition, please elaborate on your plans for the growth and
expansion of the Sales Communication Department referenced on page
31.

6. We note your response to comment 17 and the associated
revisions
to the registration statement.  In addition to these changes, to
the
extent practicable please quantify the "unexpected reduction in
IBA
retention which has adversely affected [y] our gross revenues."
Quantify the loss of IBAs and gross network sales that management
believes are directly related to the lowering of commissions paid
to
your IBAs.

7. We note your response to comment 23 and the associated
revisions
to the registration statement, but were unable to locate revisions
that address our request to elaborate on the amount and nature of
the
administrative fee assessed.

8. We note your response to comment 24 and the associated
revisions
to the registration statement.  However, the disclosure you have
added to the bottom of page 44 regarding Nutri-Diem should also
appear in the "Certain Relationships" section, as we requested.

9. We note your response to comment 27.  However, it appears that
of
the 2,500 IBA testimonials that you claim in your December 22,
2004
response letter to have accumulated, only 312 of the testimonials
are
supported by release forms.  Most of the testimonials, it seems,
are
from weekly conference calls as to which you do not maintain a
database. If you have no database or record of these approximately
1,800 testimonials, please explain to us how you can be sure of
the
accuracy of this number.

10. We note your response to comment 28 and the associated
revisions
to the registration statement.  We reissue the comment in part.
Please revise to specify the owners of each of the consignment
centers.

11. We note your response to comment 29 and the associated
revisions
to the registration statement.  We reissue the comment in part.
Please state in the body of the prospectus whether or not you are
currently in compliance with all of the regulations you mention.
In
addition, we note your statement that you "did declare `some` past
issues with the FDA in the SB-2 already."  Please disclose all
previous FDA issues.

12. We note your response to comment 33 and the associated
revisions
to the registration statement.  We reissue the comment in part.
Please disclose in your "Certain

Relationships" section that the consulting agreement with Flaming
Gorge has been renewed, as you indicated in your December 22, 2004
response letter.  Discuss the terms of the renewal and the
services
to be provided by Flaming Gorge.

Please note, as well, that all relevant disclosure required by
Item
404 must appear in your  "Certain Relationships" section even if
you
have disclosed it elsewhere in the prospectus.  Please make any
changes as necessary to comply with this requirement.

Financial Statements for December 31, 2004

13.  Please provide two years of audited statements of cash flows
as
required by Item 310 of Regulation S-B.  Your current filing
includes
a short period which does not fulfill the requirement.   Please
file
a cash flow statement for the year ended June 30, 2003 in addition
to
what you have already included in your current filing.

*        *        *

      As appropriate, please amend your filing in response to our
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP.  Please understand that
we
may have additional comments after reviewing your amendment and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact at Todd Sherman at (202) 551-3665 or Lisa
Vanjoske at (202) 551- 3614 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Daniel Greenspan (202) 551-3623, John Krug at (202 551- 3862, or
me
at (202) 551-3715 with any other questions.

      Sincerely,

	Jeffrey Riedler
      Assistant Director

cc:	Clayton E. Parker, Esq.
	Kirkpatrick & Lockhart LLP
	201 South Biscayne Blvd., Suite 2000
	Miami, Florida 33131

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Mr. Jay Sargeant
EYI Industries, Inc.
June 23, 2005
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