U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2004 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from ________________ to ________________ Commission File Number 333-102296 Easy Gardener Products, Ltd. (Exact name of registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2005

OR

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

From the transition period from _________________ to__________________

Commission File Number 333-102296

Easy Gardener Products, Ltd.

(Exact name of registrant as specified in its charter)

Texas		37-1433686
(State or other jurisdiction of incorporation or organization)		IRS Employer (Identification Number)

Texas		37-1433686
3022 Franklin Avenue Waco, Texas		76710
(State or other jurisdiction of incorporation or organization)		IRS Employer (Identification Number)
(Address of Principal Executive Offices)		(Zip Code)
3022 Franklin Avenue
(254) 753-5353
Waco, Texas		76710
(Registrant’s Telephone Number, Including Area Code)
(Address of Principal Executive Offices)		(Zip Code)
(254) 753-5353
(Registrant’s Telephone Number, Including Area Code)
Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes \|X\| No \|_\|
Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes \|_\| No \|X\|
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
Not applicable, registrant is a limited partnership

Part I. -Financial Information
Item 1. -Consolidated Financial Statements
Consolidated balance sheets as of December 31, 2004 and June 30, 2004		1-2
Consolidated statements of operations for the three months ended December 31, 2004 and the two months ended December 31, 2003, and the one month ended October 31, 2003 (Predecessor)		3
Consolidated statements of operations for the six months ended December 31, 2004 and the two months ended December 31, 2003, and the four months ended October 31, 2003 (Predecessor)		4
Consolidated statements of cash flows for the six months ended December 31, 2004 and the two months ended December 31, 2003, and the four months ended October 31, 2003 (Predecessor)		5-6
Notes to consolidated financial statements		7-9
Item 2. -Management’s Discussion and Analysis of Financial Condition and Results of Operations		10-19
Item 3. -Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. – Controls and Procedures		20
Part II. -Other Information
Item 1. – Legal Proceedings		21
Item 6. -Exhibits and Reports on Form 8-K		21
Signatures		21

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Not applicable, registrant is a limited partnership

Part I. - Financial Information

Item 1. - Consolidated Financial Statements

Consolidated balance sheets as of March 31, 2005 and June 30, 2004	1-2

Consolidated statements of operations for the three months ended March 31, 2005 and March 31, 2004	3

Consolidated statements of operations for the nine months ended March 31, 2005 and the five months ended March 31, 2004 , and the four months ended October 31, 2003 (Predecessor)	4

Consolidated statements of cash flows for the nine months ended March 31, 2005 and the five months ended March 31, 2004 , and the four months ended October 31, 2003 (Predecessor)	5-6

Notes to consolidated financial statements	7-9

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations	10-19

Item 3. - Quantitative and Qualitative Disclosures About Market Risk	19

Item 4. – Controls and Procedures	19

Part II. - Other Information

Item 1. – Legal Proceedings	20

Item 6. - Exhibits and Reports on Form 8-K	20

Signatures	20

Easy Gardener Products, Ltd. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2004		June 30, 2004
	March 31, 2005		June 30, 2004
	(Unaudited)
Assets
Current:
Cash and cash equivalents	$	~~270~~629,000	$	441,000
Accounts receivable, less allowance for doubtful accounts
Accounts receivable, less allowance for doubtful accounts of $126,000 and $193,000		26,763,000		26,753,000
of $127,000 and $193,000		9,374,000		26,753,000
Inventories		8,628,000		5,428,000
Inventories		7,336,000		5,428,000
Prepaid expenses and other current assets		1,237,000		583,000
Current assets of discontinued operations		—		275,000
Total Current Assets		1837,~~217~~257,000		33,480,000
Property and Equipment, net		3,554,000		3,395,000
Property and Equipment, net of accumulated depreciation of $1,575,000 and $697,000		3,537,000		3,395,000
Deferred Financing Costs, net of accumulated amortization
Deferred Financing Costs, net of accumulated amortization of $330,000 and $130,000		1,228,000		1,333,000
of $261,000 and $130,000		1,290,000		1,333,000
Intangible Assets:
Intangible Assets:
Goodwill		48,174,000		48,174,000
Trademarks		23,587,000		23,565,000
Non-compete agreements, net of accumulated amortization
Non-compete agreements, net of accumulated amortization of $287,000 and $135,000		1,283,000		1,435,000
of $237,000 and $135,000		1,333,000		1,435,000
Package tooling costs, net of accumulated amortization of $774,000 and $352,000		885,000		902,000
Package tooling costs, net of accumulated amortization of
Other intangible assets, net of accumulated amortization of $129,000 and $61,000		847,000		915,000
$631,000 and $352,000		893,000		902,000
Other Assets		3,785,000		3,538,000
Other intangible assets, net of accumulated
Total Assets	$	120,583,000	$	116,737,000
amortization of $107,000 and $61,000		869,000		915,000
Other Assets		3,482,000		3,538,000
Total Assets	$	101,399,000	$	116,737,000

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2004			June 30, 2004
	March 31, 2005			June 30, 2004
	(Unaudited)
Liabilities and Capital
Current:
Revolving credit facility	$	917,~~111~~400,000		$	13,525,000
Accounts payable		613,~~815~~656,000			11,158,000
Accrued expenses		25,~~166~~312,000			4,536,000
Current portion of long-term debt		2,~~453~~874,000			1,646,000
Current liabilities of discontinued operations		~~663~~76,000			1,230,000
Total Current Liabilities		2139,~~208~~318,000			32,095,000
Long Term Debt		2522,~~341~~952,000			25,928,000
Deferred Tax Liability		9,~~048~~660,000			10,862,000
Junior Subordinated Debentures, net of discount of
Junior Subordinated Debentures, net of discount of $20,718,000 and $20,797,000		48,685,000			44,403,000
$20,745,000 and $20,797,000		46,992,000			44,403,000
Total Liabilities		120,615,000			113,288,000
Total Liabilities		102,589,000			113,288,000
Commitments and Contingencies
Partners’ Capital (Deficit):
Capital		2,675,000			2,675,000
Retained earnings (deficit)		(32,~~865~~707,000	)		774,000
Total Partners’ Capital (Deficit)		(132,~~190,~~000	)		3,449,000
Total Liabilities and Partners’ Capital (Deficit)	$	~~101~~120,~~399~~583,000		$	116,737,000

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries

Consolidated Statements of Operations
(Unaudited)

	Three Months Ended December 31, 2004			Two Months Ended December 31, 2003			One Month Ended October 31, 2003
	Three Months Ended March 31, 2005			Three Months Ended March 31, 2004
								(Predecessor)
Net Sales	$	27,774,000		$	23,638,000
Net Sales	$	10,873,000		$	6,985,000		$	2,956,000
Cost of Sales		16,389,000			12,636,000
Cost of Sales		6,835,000			4,358,000			2,169,000
Gross Profit		11,385,000			11,002,000
Gross Profit		4,038,000			2,627,000			787,000
Operating Expenses:
Operating Expenses:
Selling and shipping		6,115,000			4,680,000
Selling and shipping		3,344,000			2,044,000			1,201,000
General and administrative		1,144,000			1,351,000
General and administrative		1,270,000			855,000			740,000
Depreciation and amortization		249,000			477,000
Depreciation and amortization		241,000			326,000			72,000
Total Operating Expenses		7,508,000			6,508,000
Total Operating Expenses		4,855,000			3,225,000			2,013,000
Income From Operations		3,877,000			4,494,000
Loss From Operations		(817,000	)		(598,000	)		(1,226,000	)
Interest expense		(2,615,000	)		(2,628,000	)
Other Expense:
Income From Continuing Operations Before Income Taxes		1,262,000			1,866,000
Interest expense		(2,696,000	)		(1,593,000	)		(680,000	)
Income Tax Expense		(439,000	)		(699,000	)
Loss From Continuing Operations
Income from Continuing Operations		823,000			1,167,000
Before Income Taxes		(3,513,000	)		(2,191,000	)		(1,906,000	)
Income from discontinued operations, net of tax expense of $173,000 in 2005 and $64,000 in 2004		336,000			124,000
Income Tax Benefit (Expense)		1,135,000			758,000			(49,000	)
Net Income	$	1,159,000		$	1,291,000
Loss from Continuing Operations		(2,378,000	)		(1,433,000	)		(1,955,000	)
Loss from discontinued operations		—			(39,000	)		(1,000	)
Net Loss	$	(2,378,000	)	$	(1,472,000	)	$	(1,956,000	)

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries

Consolidated Statements of Operations
(Unaudited)

	Six Months Ended December 31, 2004			Two Months Ended December 31, 2003			Four Months Ended October 31, 2003
	Nine Months Ended March 31, 2005			Five Months Ended March 31, 2004			Four Months Ended October 31, 2003
							(Predecessor)
Net Sales	$	2552,~~098~~872,000		$	630,~~985~~623,000		$	17,473,000
Cost of Sales		1532,~~815~~204,000			416,~~358~~994,000			10,953,000
Gross Profit		920,~~283~~668,000			213,~~627~~629,000			6,520,000
Operating Expenses:
Selling and shipping		713,~~694~~809,000			26,~~044~~725,000			5,838,000
General and administrative		23,~~584~~730,000			~~855~~2,207,000			2,557,000
Depreciation and amortization		~~449~~698,000			~~326~~803,000			431,000
Total Operating Expenses		1018,~~727~~237,000			39,~~225~~735,000			8,826,000
Loss From Operations		(1,444,000	)		(598,000	)		(2,306,000	)
Income (Loss) From Operations		2,431,000			3,894,000			(2,306,000	)
Other Expense:
Refinancing and transaction costs		—			—			(159,000	)
Interest expense		(57,~~334~~948,000	)		(14,~~593~~219,000	)		(2,868,000	)
Loss From Continuing Operations
Loss From Continuing Operations Before Income Taxes		(5,517,000	)		(325,000	)		(5,333,000	)
Before Income Taxes		(6,778,000	)		(2,191,000	)		(5,333,000	)
Income Tax Benefit (Expense)		1,700,000			59,000			(44,000	)
Income Tax Benefit (Expense)		2,139,000			758,000			(44,000	)
Loss from Continuing Operations		(3,817,000	)		(266,000	)		(5,377,000	)
Loss from Continuing Operations		(4,639,000	)		(1,433,000	)		(5,377,000	)
Income (loss) from discontinued operations, net of tax expense of $173,000 in 2005 and $64,000 in 2004		336,000			85,000			(75,000	)
Loss from discontinued operations		—			(39,000	)		(75,000	)
Net Loss	$	(3,481,000	)	$	(181,000	)	$	(5,452,000	)
Net Loss	$	(4,639,000	)	$	(1,472,000	)	$	(5,452,000	)
See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)

	Six months Ended December 31, 2004			Two Months Ended December 31, 2003			Four months Ended October 31, 2003
	Nine months Ended March 31, 2005			Five Months Ended March 31, 2004			Four months Ended October 31, 2003
							(Predecessor)
Cash Flows from Operating Activities:
Net loss from continuing operations	$	(43,~~639~~817,000	)	$	(1266,~~433,~~000	)	$	(5,377,000	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Changes in operating assets and liabilities:
Non-cash interest expense		4,847,000			590,000			75,000
Accounts receivable		17,379,000			112,000			14,509,000
Depreciation and other amortization		1,720,000			1,370,000			886,000
Inventories		(1,908,000	)		128,000			492,000
Deferred income tax benefit		(1,202,000	)		(10,000	)		—
Prepaid expenses, refundable income taxes
and other current assets		(654,000	)		(37,000	)		51,000
Other assets		57,000			(31,000	)		50,000
Accounts payable and accrued expenses		(6,885,000	)		587,000			(3,511,000	)
Income taxes payable		(325,000	)		—			—
Non-cash interest expense		3,166,000			202,000			75,000
Depreciation and other amortization		1,109,000			540,000			886,000
Deferred income tax benefit		(1,814,000	)		(763,000	)		—
Compensation related to repriced stock options		—			—			40,000
Trademarks		(21,000	)		—			—
Changes in operating assets and liabilities:
Net Cash Provided by (Used in) Operating
Accounts receivable		(10,000	)		(12,891,000	)		14,509,000
Activities of Continuing Operations		5,465,000			(695,000	)		7,215,000
Inventories		(3,199,000	)		188,000			492,000
Prepaid expenses, refundable income taxes and other current assets		(655,000	)		(138,000	)		51,000
Other assets		57,000			(31,000	)		50,000
Accounts payable and accrued expenses		3,103,000			3,619,000			(3,511,000	)
Reversal of income taxes payable		(325,000	)		83,000			—
Trademarks		(22,000	)		—			—
Net Cash Provided by (Used in) Operating Activities of Continuing Operations		497,000			(7,486,000	)		7,215,000
Cash Flows From Investing Activities:
Purchase of equipment		(~~712~~1,021,000	)		(51116,000	)		(91,000	)
Purchase of package design and tooling		(~~270~~405,000	)		(55134,000	)		(76,000	)
Net Cash Used in Investing Activities	$	(~~982~~1,426,000	)	$	(~~106~~250,000	)	$	(167,000	)

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows
(Unaudited)

	Six months Ended December 31, 2004			Two Months Ended December 31, 2003			Four months Ended October 31, 2003
		Nine months Ended March 31, 2005			Five Months Ended March 31, 2004			Four months Ended October 31, 2003
							~~(Predecessor)~~	(Predecessor)
Cash Flows From Financing Activities:
Net payments on revolving credit facility	$	(4,076,000	)	$	1,965,000		$	(6,736,000	)
Net proceeds (payments) on revolving credit facility		$	3,875,000		$	10,017,000		$	(6,736,000	)
Payments on long-term debt		~~(695,000~~	)(2,618,000	)	~~(208,000~~	)(625,000	)	~~(21,000~~	)(21,000	)
Deferred financing costs		~~(87,000~~	)(94,000	)	~~(8,000~~	)(29,000	)	~~(227,000~~	)(227,000	)
Net Cash Provided by (Used In) Financing
Net Cash Provided by (Used In) Financing Activities			1,163,000			9,363,000			(6,984,000	)
Activities		(4,858,000	)		1,749,000			(6,984,000	)
Net increase in cash and cash equivalents from continuing operations			234,000			1,627,000			64,000
Net increase (decrease) in cash and cash equivalents
Net cash used in discontinued operations			(46,000	)		(1,582,000	)		(14,000	)
from continuing operations		(375,000	)		948,000			64,000
Net increase in cash and cash equivalents			188,000			45,000			50,000
Net cash provided by (used in) discontinued
Cash and Cash Equivalents, beginning of period			441,000			467,000			822,000
operations		204,000			(434,000	)		(14,000	)
Cash and Cash Equivalents, end of period		$	629,000		$	512,000		$	872,000
Net increase (decrease) in cash and cash equivalents		(171,000	)		514,000			50,000
Supplemental Disclosure of Cash Flow Information
Cash and Cash Equivalents, beginning of period		441,000			467,000			822,000
Cash paid for interest		$	3,011,000		$	3,625,000		$	3,960,000
Cash and Cash Equivalents, end of period	$	270,000		$	981,000		$	872,000
Cash received for taxes		$	53,000		$	78,000		$	36,000
Supplemental Disclosure of Cash Flow
Information
Cash paid for interest	$	2,139,000		$	1,506,000		$	3,960,000
Cash received for taxes	$	57,000		$	78,000		$	36,000

See accompanying notes to consolidated financial statements.

Easy Gardener Products, Ltd. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)

1. The accompanying consolidated financial statements include the unaudited consolidated statements of operations and cash flows for the month and four months ended October 31, 2003 of U.S. Home & Garden, Inc. (the “Predecessor”) from whom Easy Gardener Products, Ltd., (the “Company”) acquired its operations effective November 1, 2003. The accompanying consolidated financial statements at December 31, 2004 and for the three months ended and six months ended December 31, 2004 and two months ended December 31, 2003 are unaudited, but, in the opinion of management, include all adjustments necessary for a fair presentation of consolidated financial position and results of operations for the periods presented. The results for the six months ended December 31, 2004 are not necessarily indicative of the results of operations for a full year. 2. Refer to the audited consolidated financial statements for the year ended June 30, 2004, for details of accounting policies and detailed notes to the consolidated financial statements. 3. Inventories consist of:

1.	The accompanying consolidated financial statements include the unaudited consolidated statements of operations and cash flows for the four months ended October 31, 2003 of U.S. Home & Garden, Inc. (the “Predecessor”) from whom Easy Gardener Products, Ltd., (the “Company”) acquired its operations effective November 1, 2003. The accompanying consolidated financial statements at March 31, 2005 and for the three and nine months ended March 31, 2005 and the five months ended March 31, 2004 are unaudited, but, in the opinion of management, include all adjustments necessary for a fair presentation of consolidated financial position and results of operations for the periods presented. The results for the nine months ended March 31, 2005 are not necessarily indicative of the results of operations for a full year.

2.	Refer to the audited consolidated financial statements for the year ended June 30, 2004, for details of accounting policies and detailed notes to the consolidated financial statements.

	December 31, 2004		June 30, 2004
Raw and packaging materials	$	2,668,000	$	2,025,000
Finished goods		4,668,000		3,403,000
	$	7,336,000	$	5,428,000


3.	Inventories consist of:

		March 31, 2005		June 30, 2004
4.	All shipping and handling expenses are included in the selling and shipping caption and totaled approximately $1,115,000, $3,047,000, and $736,000, for the three months ended and six months ended December 31, 2004 and the two months ended December 31, 2003, respectively and $385,000, and $2,075,000 for the one month ended October 31, 2003 (Predecessor), and the four months ended October 31, 2003 (Predecessor), respectively.
5.	The Company and its parent, EYAS International, Inc., and their subsidiaries have a revolving credit facility with LaSalle Business Credit, L.L.C. who is the Agent for and one of the lenders on the facility, and a term loan facility with CapitalSource Finance, L.L.C. The revolving credit facility has a maximum borrowing level of $25 million. Interest is at variable annual rates based upon the prime rate plus 0.5% or LIBOR plus 3.25%. The interest rate on the revolving credit facility was 5.25% at December 31, 2004. The revolving credit facility has various financial covenants including minimum EBITDA, minimum EBITDA to pay interest on the Junior Subordinated Debentures, a Fixed Charge Coverage Ratio, a Funded Senior Debt Ratio/Leverage Ratio and limits on Capital Expenditures. Borrowings on the revolving credit facility were $9,111,000 at December 31, 2004 and are based on eligible borrowing base of $10,746,000 including a $2,000,000 over advance line available at December 31, 2004. There are two term loans. The term loan A had $12,250,000 outstanding at December 31, 2004 and term loan B had $9,500,000 outstanding at December 31, 2004 plus accrued interest. Term loan A bears interest at the greater of 5.75% over the prime rate or 10.00% and has monthly repayment of principal of $104,167 per month in year one, and $166,667 per month in year two. Year one began on October 29, 2003. Term Loan B bears interest at the greater of 8.75% over the prime rate or 13.00% plus 7.00% of non-cash interest which is to be paid at the maturity of Term Loan B on October 29, 2008. The variable interest rates on Term Loans A and B were 10.90% and 13.90%, respectively, at December 31, 2004. Term Loans A and B also require mandatory pre-payments from the excess cash flow as defined in the loan agreement. The principal pre-payments range from 50% to 75% of the excess cash flow. The facility has financial covenants identical to those of the revolving credit facility described above.
	Raw and packaging materials	$	3,342,000	$	2,025,000
	Finished goods		5,286,000		3,403,000
		$	8,628,000	$	5,428,000

4.	All shipping and handling expenses are included in the selling and shipping caption and totaled approximately $2,677,000, $5,724,000, $1,851,000, and $2,587,000 for the three and nine months ended March 31, 2005 and the three and five months ended March 31, 2004, respectively, and $2,075,000, and the four months ended October 31, 2003 (Predecessor).

5.	The Company and its parent, EYAS International, Inc., and their subsidiaries have a revolving credit facility with LaSalle Business Credit, L.L.C. who is the Agent for and one of the lenders on the facility, and two term loans with CapitalSource Finance, L.L.C. The revolving credit facility has a maximum borrowing level of $25 million. Interest is at variable annual rates based upon the prime rate plus 0.5% or LIBOR plus 3.25%. The interest rate on the revolving credit facility was 5.75% at March 31, 2005. The revolving credit facility has various financial covenants including minimum EBITDA, minimum EBITDA to pay interest on the Junior Subordinated Debentures, Fixed Charge Coverage Ratio, Maximum Senior Leverage Ratio and limits on Capital Expenditures. The Company did not meet the financial covenant of the Maximum Senior Leverage Ratio at March 31, 2005. The senior lenders have waived this matter at March 31, 2005. It is possible that the Company could miss this and other covenants at June 30, 2005. If it misses any covenants at June 30, 2005, it would have to resolve the matter with its senior lenders. Borrowings on the revolving credit facility were $17,400,000 at March 31, 2005 and are based on eligible borrowing base of $22,814,000. Term loan A had $9,950,000 outstanding

Easy Gardener Products, Ltd. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)

at March 31, 2005 and term loan B had $9,500,000 outstanding at March 31, 2005 plus accrued interest. Term loan A bears interest at the greater of 5.75% over the prime rate or 10.00% and has monthly repayment of principal of $104,167 per month beginning November 1, 2003, $166,667 per month beginning November 1, 2004, and $291,667 per month beginning November 1, 2005. Term loan B bears interest at the greater of 8.75% over the prime rate or 13.00% plus 7.00% of non-cash interest which is to be paid at the maturity of term loan B on October 29, 2008. The variable interest rates on term loans A and B were 11.33% and 14.33%, respectively, at March 31, 2005. Term loans A and B also require mandatory prepayments from the excess cash flow as defined in the loan agreement. The principal prepayments range from 50% to 75% of the excess cash flow. The Company made a mandatory prepayment from excess cash flow of $1,800,000 prior to March 31, 2005 for the quarter ended March 31, 2005. This payment was due on May 10, 2005. The Company was required to pay an additional amount of $500,000 for the quarter ended March 31, 2005 by May 10, 2005. The facility has financial covenants identical to those of the revolving credit facility described above. As noted above, the Company did not meet the Maximum Senior Leverage Ratio at March 31, 2005 and the matter was waived by the senior lenders. The Company is also below the minimum EBITDA level required by the senior lenders to continue to pay the interest on the Junior Subordinated Debentures. As permitted by the Amended and Restated Junior Subordinated Indenture, the Company has notified the Trustee that it has exercised its right to defer (not cancel) the monthly interest payment commencing with the August 2004 payment. The Trustee uses the interest on the Junior Subordinated Debentures to pay the interest on the 9.40% Cumulative Trust Preferred Securities. The deferred interest and interest on the deferred interest are included in the caption, Junior Subordinated Debentures, net of discount. 6. The Company’s previous business combinations were accounted for using the purchase method. As a result of such combinations, the Company has recognized a significant amount of goodwill, which, in the aggregate, was $48,174,000 at December 31, 2004 and June 30, 2004. Intangible assets acquired and related accumulated amortization were as follows:

	December 31, 2004
	Gross Carrying Amount		Accumulated Amortization
Amortized Intangible Assets
Non-compete agreements	$	1,570,000	$	(237,000	)
Package Tooling Costs		1,524,000		(631,000	)
Other Intangible Assets		976,000		(107,000	)
Total	$	4,070,000	$	(975,000	)
Unamortized Intangible Assets
Trademarks	$	23,587,000

The Company, as part of the acquisition of operations from the Predecessor, was required to also take the product line produced by Ampro. The product line consisted of mixtures of seed, fertilizer and mulch. The Company did not intend to maintain this operation going forward but felt a need to meet its commitments to customers to provide the products for the fiscal 2004, growing season. In June 2004 the Company entered into an agreement with its converter of Ampro products to settle its obligation under the supply contract with the converter acquired from the Predecessor. Under the agreement, the Company transferred all of the assets of Ampro, excluding accounts receivable, to the converter and made a payment of $240,000 in settlement of its contractual obligation to the converter. This transaction was consummated in July 2004. The Company accrued $1,230,000 for expected liabilities at June 30, 2004. From June 30, 2004 through March 31, 2005, the Company paid obligations of $645,000, leaving an accrued liability at March 31, 2005 of $585,000 primarily representing the liability for expected returns of inventory. The Company reassessed its estimate of the outstanding obligation at March 31, 2005, and determined that the obligation would not exceed $76,000. Consequently, a reduction of $509,000 was made to the accrued liability at March 31, 2005 and the matter was waived by the senior lenders.

Easy Gardener Products, Ltd. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)

~~Amortization~~The ~~expense~~operations ~~for~~of ~~all~~Ampro ~~intangible~~have ~~assets~~been ~~and~~reflected ~~deferred~~in ~~financing~~the ~~amortization~~financial ~~expense~~statements ~~during~~as ~~the~~a ~~three~~discontinued ~~months~~operation ~~and~~leaving ~~the~~pre-tax ~~six~~income ~~months~~of ~~ended December 31~~$509,000 ~~2004~~net ~~and~~of ~~the~~tax ~~two~~expense ~~months~~of ~~ended December 31~~$173,000 ~~2003~~for ~~was~~a ~~$283,000,~~net ~~$556,000~~income ~~and~~of $~~352~~336,000, ~~respectively,~~for ~~and~~ the ~~one~~three ~~month~~ and ~~four~~nine months ended ~~October~~March 31, ~~2003~~2005. ~~(Predecessor)~~The ~~was~~income ~~$89,000~~is ~~and~~due ~~$531,000,~~to ~~respectively.~~the ~~These~~reduction ~~amounts~~in ~~include~~expected ~~deferred~~liabilities ~~financing~~noted ~~amortization~~above. ~~expense~~7. ~~during~~The ~~the~~Company’s ~~three~~previous ~~months~~business ~~and~~combinations ~~the~~were ~~six~~accounted ~~months~~for ~~ended~~using ~~December 31, 2004 and~~ the ~~two~~purchase ~~months~~method. ~~ended~~As ~~December~~a ~~31,~~result ~~2003~~ of ~~$67,000,~~such ~~$102~~combinations,~~000~~ ~~and $47,000, respectively, and~~ the ~~one~~Company ~~month~~has ~~and~~recognized ~~four~~a ~~months~~significant ~~ended~~amount ~~October~~of 31goodwill, ~~2003~~which, ~~(Predecessor)~~in ofthe $8aggregate,~~000~~ ~~and~~was $6948,~~000~~174,000 ~~respectively.~~at ~~Estimated~~March ~~amortization~~31, ~~expense~~2005 ~~for~~and ~~each~~June of30, ~~the~~2004. ~~five~~The ~~succeeding~~balance ~~fiscal~~of ~~years~~intangible isassets asacquired ~~follows,~~and ~~such~~related ~~amounts~~accumulated ~~include annual deferred financing~~ amortization ~~expense~~were ofas ~~$260,000~~follows:

Year Ended June 30,	Amount
	March 31, 2005
2005	$	1,112,000
	Gross Carrying Amount		Accumulated Amortization
2006		1,112,000
Amortized Intangible Assets
2007		1,112,000
Non-compete agreements	$	1,570,000	$	287,000
2008		924,000
Package Tooling Costs		1,659,000		774,000
2009		924,000
Other Intangible Assets		976,000		129,000
Total	$	4,205,000	$	1,190,000
Unamortized Intangible Assets
Trademarks	$	23,587,000	$	—

Amortization expense for all intangible assets and deferred financing amortization expense during the three and nine months ended March 31, 2005 and the three and five months ended March 31, 2004 was $286,000, $813,000, $569,000 and $927,000, respectively, and for the four months ended October 31, 2003 (Predecessor) was $89,000. These amounts include deferred financing amortization expense during the three and nine months ended March 31, 2005 and the three and five months ended March 31, 2004 of $69,000, $171,000, $70,000 and $117,000, respectively, and the four months ended October 31, 2003 (Predecessor) of $69,000. Estimated amortization expense for each of the five succeeding fiscal years is as follows, such amounts include annual deferred financing amortization expense of $260,000:

Year Ended June 30,	Amount


2005	$	1,123,000
2006		1,123,000
2007		1,123,000
2008		560,000
2009		560,000

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Cautionary Notice Regarding Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Report contains statements that are forward-looking, such as statements relating to plans for future activities. Such forward-looking information involves important known and unknown risks and uncertainties that could significantly affect actual results, performance or achievements in the future and, accordingly, such actual results, performance or achievements may materially differ from those expressed or implied in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to the Company’s growth strategy, customer concentration, outstanding indebtedness, dependence on weather conditions, seasonality, expansion, changes in interest rates, ability to service debt, activities of competitors, ability to successfully introduce new products and product lines, changes in federal or state environmental laws and the administration of such laws, protection of trademarks and other proprietary rights, the ability to maintain adequate financing arrangements necessary to fund operations and the general condition of the economy and its effect on the securities markets and other risks detailed in other filings with the Securities and Exchange Commission. The words “~~believe~~believes”, “expects”, “~~expect~~anticipates”, “intends”, “~~anticipate~~plans”, “may”, “~~intend~~might”, ~~and~~“could”, “~~plan~~should” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. General Easy Gardener Products, Ltd., (“the Company”), manufactures and markets a broad range of brand-name consumer lawn and garden products through its own operations and through its wholly owned subsidiaries, Weatherly Consumer Products Group, Inc. which owns Weatherly Consumer Products, Inc., and Easy Gardener UK Ltd.

Results of Operations

	The following table sets forth, for the periods indicated, certain selected financial data as a percentage of net sales:

		Three months ended March 31, 2005			Three months ended March 31, 2004			Nine months ended March 31, 2005			Five months ended March 31, 2004			Four months ended October 31, 2003
	Three months ended December 31, 2004			Two months ended December 31, 2003			One month ended October 31, 2003			Six months ended December 31, 2004			Two months ended December 31, 2003			Four months ended October 31, 2003
							~~(Predecessor)~~							(Predecessor)		~~(Predecessor)~~
Net sales	~~100.0~~	%	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%
Cost of sales	~~62.9~~	%	59.0	~~62.4~~%	%	53.5	~~73.4~~%	%	60.9	~~63.0~~%	%	55.5	~~62.4~~%	%	62.7	~~62.7~~%	%
Gross profit	~~37.1~~	%	41.0	~~37.6~~%	%	46.5	~~26.6~~%	%	39.1	~~37.0~~%	%	44.5	~~37.6~~%	%	37.3	~~37.3~~%	%
Selling and shipping expenses	30.8	%		29.3	%		40.6	%		30.7	%		29.3	%		33.4	%
Selling and shipping			22.0	%		19.8	%		26.1	%		22.0	%		33.4	%
General and administrative expenses	11.6	%		12.2	%		25.0	%		10.3	%		12.2	%		14.6	%
General and administrative			4.1	%		5.7	%		7.1	%		7.2	%		14.6	%
Depreciation and amortization	~~2.2~~	%	0.9	~~4.7~~%	%	2.0	~~2.5~~%	%	1.3	~~1.8~~%	%	2.6	~~4.7~~%	%	2.5	~~2.5~~%	%
Loss from operations	(7.5	%)		(8.6	%)		(41.5	%)		(5.8	%)		(8.6	%)		(13.2	%)
Income (loss) from operations			14.0	%		19.0	%		4.6	%		12.7	%		(13.2	%)
Refinancing and transaction costs	—		—	—		—	—		—	—		—	—		(0.9	~~(0.9~~%)	%)
Interest expense	~~(24.8~~	%)	(9.4	~~(22.8~~%)	%)	(11.1	~~(23.0~~%)	%)	(15.0	~~(21.2~~%)	%)	(13.8	~~(22.8~~%)	%)	(16.4	~~(16.4~~%)	%)
Loss from continuing operations before income tax	(32.3	%)		(31.4	%)		(64.5	%)		(27.0	%)		(31.4	%)		(30.5	%)
Income (loss) from continuing operations before income tax			4.6	%		7.9	%		(10.4	%)		(1.1	%)		(30.5	%)
Income tax benefit/(expense)	10.4	%		10.9	%		(1.7	%)		8.5	%		10.9	%		(0.3	%)
Income tax benefit (expense)			(1.6	%)		(3.0	%)		3.2	%		0.2	%		(0.3	%)
Loss from continuing operations	(21.9	%)		(20.5	%)		(66.2	%)		(18.5	%)		(20.5	%)		(30.8	%)
Income (loss) from continuing operations			3.0	%		4.9	%		(7.2	%)		(0.9	%)		(30.8	%)
Loss from discontinued operations	—			(0.6	%)		—			—			(0.6	%)		(0.4	%)
Income (loss) from discontinued operations			1.2	%		0.5	%		0.6	%		0.3	%		(0.4	%)
Net loss	(21.9	%)		(21.1	%)		(66.2	%)		(18.5	%)		(21.1	%)		(31.2	%)
Net income (loss)			4.2	%		5.4	%		(6.6	%)		(0.6	%)		(31.2	%)

Three Months Ended ~~December~~March 31, ~~2004~~2005 Compared to ~~Two~~Three Months Ended ~~December~~March 31, ~~2003 and the One Month Ended October 31, 2003 (Predecessor)~~2004

Net sales. Net sales increased by $~~932~~4,136,000, or 917.45%, to $1027,~~873~~774,000 during the three months ended ~~December~~March 31, ~~2004~~2005, from $623,~~985~~638,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003 and $2,956,000 during the one month ended October 31, 2003, for a combined net sales of $9,941,000 during the comparable period in 2003~~2004. Net sales are gross sales less adjustments for discounts, rebates, returns and allowances given to customers ~~and such adjustments are collectively referred to as sales adjustments~~. The increase in net sales was the result of an increase in the volume of products sold ~~of $622,000,~~ and aprice ~~decrease in rebates to customers of $360,000~~increases. ~~The~~Notwithstanding ~~increase~~increased ~~was offset in part by the Predecessor’s $25~~sales,~~000~~ ~~in net~~ sales ~~for~~levels ~~operations~~were ~~not~~adversely ~~acquired~~affected by ~~the~~cool ~~Company~~ and ~~also~~wet byspring ~~$25,000~~weather indelaying ~~net sales for~~ the ~~Ampro~~beginning ~~division during the one month ended October 31, 2003. The Company disposed~~ of the ~~Ampro~~gardening ~~division in June 2004~~season. Cost of sales. Cost of sales increased by $~~308~~3,753,000, or 429.7% to $616,~~835~~389,000 for the three months ended ~~December~~March 31, ~~2004~~2005 from $412,~~358~~636,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003 and $2,169,000 during the one month ended October 31, 2003, for a combined cost of sales of $6,527,000 during the comparable period in 2003~~2004. The increase was a result of increases in the volume of products sold of $~~405~~2,223,000 and inincreased material costs, primarily purchase price increases on a number of petroleum based products of $401,530,000. Cost of sales as a percentage of net sales increased to 59.0% during the three months ended March 31, ~~offset~~2005 from 53.5% during the comparable period in ~~part~~2004. byDepreciation ~~$16,000~~and amortization expense included in cost of sales for ~~operations~~the ofthree ~~the~~months ~~Predecessor~~ended ~~not~~March ~~acquired~~31, by2005 ~~the~~and ~~Company~~2004 was $372,000, and $344,000, respectively. Gross profit. Gross profit increased by $~~121~~383,000, inor ~~cost~~3.5%, ofto ~~sales~~$11,385,000 for the ~~Ampro~~three ~~division~~months ended March 31, 2005 from $11,002,000 during the ~~one~~three ~~month~~months ended ~~October~~March 31, ~~2003~~2004. ~~Cost~~Gross ofprofit ~~sales~~ as a percentage of net sales decreased to 6241.90% during the three months ended ~~December~~March 31, ~~2004~~2005, from 6546.75% during the comparable period in ~~2003~~2004. ~~The~~This ~~decrease~~increase in ~~cost~~gross ofprofit ~~sales~~dollars and decrease as a percentage of net sales ~~was~~resulted ~~due~~from tothe ~~plant~~matters ~~expenses~~described ~~staying~~above. ~~constant~~Selling inand ~~dollars~~shipping onexpenses. aSelling ~~higher~~and ~~volume~~shipping ofexpenses ~~sales.~~increased ~~Depreciation~~by ~~and~~$1,435,000, ~~amortization~~or ~~included~~30.7% into ~~cost~~$6,115,000 ofduring ~~sales for~~ the three months ended ~~December~~March 31, ~~2004~~2005 ~~and~~from $4,680,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003~~2004. ~~and~~This ~~the~~increase ~~one~~in ~~month~~expense ~~ended~~was ~~October~~attributable ~~31,~~to ~~2003~~increases ~~were~~in ~~$321,000,~~outbound freight costs of $~~122~~827,000, ~~and~~of which $~~214~~359,000, ~~respectively.~~is ~~Gross~~due ~~profit.~~to ~~Gross~~increased ~~profit~~sales volume, increased bycommissions and cooperative advertising costs of $~~624~~310,000, orof ~~18.3%,~~which to $4281,~~038,~~000 ~~for~~is ~~the~~due ~~three~~to ~~months~~increased ~~ended~~sales ~~December 31~~volume, ~~2004~~increased ~~from~~warehousing costs of $2150,~~627,~~000, ~~during~~increased ~~the~~marketing ~~two~~and ~~months~~new ~~ended~~product ~~December~~development ~~31,~~costs ~~2003~~of ~~and~~ $~~787~~50,000 ~~during the one month ended October 31~~, ~~2003,~~and ~~for~~in aincreased ~~combined~~other ~~gross~~selling ~~profit~~costs of $398,~~414,~~000 ~~during the comparable period in 2003~~. ~~Gross~~As ~~profit as~~ a percentage of net sales, selling and shipping expenses increased to 3722.10% during the three months ended ~~December~~March 31, ~~2004,~~2005 from 3419.38% during the comparable period in ~~2003.~~2004 ~~This~~as ~~increase~~a inresult ~~gross~~of ~~profit~~selling ~~dollars~~ and asshipping aexpenses ~~percentage~~increases ofa ~~net~~greater ~~sales~~rate ~~results~~than ~~from~~net ~~the matters described above~~sales. ~~Selling~~General and ~~shipping~~administrative expenses. ~~Selling~~General and ~~shipping~~administrative expenses ~~increased~~decreased by $99207,000, or 315.13%, to $31,~~344~~144,000 during the three months ended ~~December~~March 31, ~~2004~~2005 from $21,~~044~~351,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003~~2004. ~~and~~This ~~$1,201,000~~decrease ~~during~~is the ~~one~~result ~~month~~of ~~ended~~reduced ~~October~~employee ~~31,~~related ~~2003,~~costs ~~for~~and aother ~~combined~~expenses ~~selling~~of $72,000 and ~~shipping~~by a non-recurring expense of $3135,~~245,~~000 ~~during~~related to freight claims processing in the comparable period in ~~2003~~2004. ~~This~~As ~~increase~~a inpercentage ~~expense~~of ~~dollars~~net ~~was~~sales, ~~attributable~~general and administrative expenses decreased to an4.1% ~~increase~~during the three months ended March 31, 2005 from 5.7% during the comparable period in ~~marketing~~2004. Depreciation and ~~new~~amortization. ~~product~~Depreciation ~~development~~and ~~costs~~amortization ofexpenses decreased by $~~139~~228,000, ~~warehousing~~or ~~costs~~47.8% ofto $44249,000, ~~offset~~during inthe ~~part~~three bymonths aended ~~decrease~~March in31, ~~other~~2005 ~~selling~~from ~~costs of~~ $5477,000 ~~and~~during the ~~elimination~~three ofmonths ~~costs~~ended ~~not~~March ~~assumed~~31, ~~from~~2004. ~~the~~This ~~Predecessor~~decrease ofwas ~~$35,000~~primarily due to depreciable and byamortizable ~~$44,000~~assets being valued at preliminary estimates and lives in ~~costs~~2004, ~~for~~pending ~~the~~a ~~Ampro~~final ~~division~~valuation ~~during~~of the ~~one~~assets ~~month~~acquired ~~ended~~from ~~October~~the ~~31, 2003~~Predecessor. As a percentage of net sales, ~~selling~~depreciation and ~~shipping~~amortization expenses decreased to 300.89% during the three months ended ~~December~~March 31, ~~2004~~2005 from 322.60% during the comparable period in ~~2003 as a result of net sales increasing at a greater rate than selling and shipping expenses~~2004.

~~General~~Income ~~and~~from ~~administrative expenses~~operations. ~~General~~Income ~~and~~from ~~administrative~~operations ~~expenses~~ decreased by $~~325~~617,000 or 2013.47%, to $13,~~270~~877,000 during the three months ended ~~December~~March 31, ~~2004~~2005, from $~~855~~4,~~000 during the two months ended December 31~~494, ~~2003 and $740,~~000 during the one month ended October 31, 2003, for a combined general and administrative expense of $1,595,000 during the comparable period in 2003. This decrease is the result of costs of the Predecessor not assumed by the Company of $323,000 and costs for the Ampro division of $6,000, offset in part by cost increases during the quarter ended December 31, 2004 of $4,000. As a percentage of net sales, general and administrative expenses decreased to 11.6% during the three months ended ~~December~~March 31, 2004 ~~from 16~~.0% ~~during~~The ~~the~~decrease ~~comparable period~~ in ~~2003.~~income ~~Depreciation and amortization. Depreciation and amortization expenses decreased by $157,000 or 39.4% to $241,000 during the three months ended December 31, 2004~~ from ~~$326,000~~continuing ~~during~~operations ~~the~~was ~~two months ended December 31, 2003 and $72,000 during the one month ended October 31, 2003, for a combined expense of $398,000 during the comparable period in 2003. This decrease is~~ primarily asdue ato ~~result~~increased ofselling ~~the Predecessor having a shorter life on its amortizable intangible assets. As a percentage of net sales, depreciation~~ and ~~amortization~~shipping expenses ~~decreased to 2.2% during the three months ended December 31~~, ~~2004~~offset ~~from 4.0% during the comparable period~~ in ~~2003.~~part ~~Loss from operations. Loss from operations decreased~~ by ~~$1,007,000~~increased orgross ~~55.2%~~profit ~~to $817,000 during the three months ended December 31, 2004, from $598,000 during the two months ended December 31, 2003~~ and ~~$1,226,000~~reductions ~~during the one month ended October 31, 2003, for a combined net loss of $1,824,000 during the comparable period~~ in ~~2003.~~other ~~The decrease in loss from continuing operations was primarily due to increased sales and reduced~~ operating expenses as noted above. As a percentage of net sales, ~~loss~~income from operations decreased to 714.50% for the three months ended ~~December~~March 31, ~~2004~~2005 from 1819.30% during the comparable period in ~~2003~~2004. Interest expense. ~~Net~~Interest ~~interest~~ expense ~~increased~~decreased $~~423~~13,000, or 180.65% to $2,~~696~~615,000 during the three months ended ~~December~~March 31, ~~2004~~2005, from $12,~~593~~628,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003 and $680,000 during the one month ended October 31, 2003, for a combined expense of $2,273,000 during the comparable period in 2003~~2004. Interest on the revolving credit facility increased $2715,000 as a result of increased borrowing levels. Interest expense on the term loans increased $~~160~~55,000 as a result of ~~increased average borrowing levels in the current period and~~ higher interest rates. The Company has approximately $2220,~~576~~458,000 in term loans outstanding at ~~December~~March 31, ~~2004~~2005 compared to $23,~~410~~165,000 at ~~December~~March 31, ~~2003 and $12,121,000 for the Predecessor at October 31, 2003~~2004. The interest expense of the Company on its term loans for the three months ended ~~December~~March 31, ~~2004~~2005 was $~~884~~888,000 of which $~~183~~182,000 is due on October 29, 2008 and is considered non-cash interest in the current period. Interest expense on the term loans for the ~~two~~three months ended ~~December~~March 31, ~~2003~~2004 was $~~585~~833,000, including non-cash interest of $~~119~~171,000., ~~Interest~~which ~~on the term loans~~ is due ~~in cash~~ on October 29, 2008. The ~~Predecessor had interest expense of $139,000 on its term loan for the one month ended October 31, 2003. The~~ Company also has two subordinated loans, with non-cash interest expense in the current period,. ~~which~~The interest expense increased $3913,000, to $~~108~~112,000 during the three months ended ~~December~~March 31, ~~2004~~2005 from $6999,000 during the ~~two~~three months ended ~~December~~March 31, ~~2003~~2004. Interest on the subordinated loans is due in cash on May 29, 2009 when the loans mature. ~~Interest~~Net interest on the Junior Subordinated Debentures ~~increased~~decreased $~~194~~71,000 to $1,~~561~~388,000 from $1,~~367~~459,000 in the comparable quarter. ~~The~~as ~~increase~~a isresult of an $188,000 adjustment to the interest income on the shares owned by the Company, offset in part by the interest charge on the deferred interest. The interest related to the Junior Subordinated Debentures is included in non-cash interest during the three months ended ~~December~~March 31, ~~2004~~2005. As permitted by the Amended and Restated Junior Subordinated Indentures, the Company has elected to defer payment of the interest on the Junior Subordinated Debentures beginning in August 2004. While the interest payment is deferred, the interest continues to be accrued and ~~together with the interest on the accrued interest~~ is included in the caption Junior Subordinated Debentures~~, net of discount~~. By deferring the interest payment on the Junior Subordinated Debentures, the Company has improved its cash flow by the amount of interest deferred. This improvement will exist until ~~such time as~~ the deferred interest is paid. Miscellaneous interest expense ~~increased~~decreased $325,000. The total non-cash interest for the ~~December~~March 31, ~~2004~~2005 quarter was $1,~~852~~682,000. A portion of the Company’s interest expense is based upon variable interest rates. Increases in such rates would have a negative impact on operating performance and cash flow. As a percentage of net sales, interest expense decreased to 9.4% for the three months ended March 31, 2005 from 11.1% during the comparable period in 2004. Income taxes. The income tax expense decreased by $260,000, or 37.2% to $439,000 during the three months ended March 31, 2005 from $699,000 during the three months ended March 31, 2004 primarily as a result of reduced income from continuing operations. Discontinued Operations. Income from discontinued operations increased by $212,000, or 171.0% to $336,000 from $124,000 during the three months ended March 31, 2005, from the comparable period in 2004. Income in the current quarter results from a reduction in the estimated accrued liability related to Ampro. See Note 6 to the financial statements. Net lncome. Net income decreased by $132,000, or 10.2% to $1,159,000 during the three months ended March 31, 2005 from a net income of $1,291,000 during the three months ended March 31, 2004. The decrease in net income is due to the matters described above. As a

Income taxes. The income tax benefit increased $426,000, or 60.1% to $1,135,000 during the three months ended December 31, 2004 from $758,000 during the two months ended December 31, 2003 and an income tax expense of $49,000 for the one month ended October 31, 2003, for a combined benefit amount of $709,000 for the three months ended December 31, 2003. The Company has deferred tax credits, which permits it to currently recognize deferred tax benefits on pre-tax losses. The Predecessor had a tax loss carry forward and no net deferred tax credits, which impacted its taxes for the one month ended October 31, 2003. Discontinued Operations. Loss from discontinued operations decreased from $40,000 to $0 during the three months ended December 31, 2004, from the comparable period in 2003. The Company recorded a loss on its discontinued Ampro division operations of $39,000 during the two months ended December 31, 2003. The Predecessor’s loss of $1,000 in October 2003 was due to its discontinued Weed Wizard operations. Net loss. Net loss decreased by $1,050,000, or 30.6% to $2,378,000 during the three months ended December 31, 2004 from a net loss of $1,472,000 during the two months ended December 31, 2003 and $1,956,000 during the one month ended October 31, 2003, for a combined net loss of $3,428,000 during the comparable period in 2003. The decrease in net loss is due to the matters described above. As a percentage of net sales, net ~~loss~~income decreased to 214.92% for the three months ended ~~December~~March 31, ~~2004~~2005 from ~~34.~~5.4% during the comparable period in ~~2003~~2004.

~~Six~~Nine Months Ended ~~December~~March 31, ~~2004~~2005 Compared to ~~Two~~Five Months Ended ~~December~~March 31, ~~2003~~2004 and the Four Months Ended October 31, 2003 (Predecessor)

Net sales. Net sales increased by $~~640~~4,776,000, or 29.69%, to $2552,~~098~~872,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005, from $630,~~985~~623,000 during the ~~two~~five months ended ~~December~~March 31, ~~2003~~2004 and $17,473,000 during the four months ended October 31, 2003, for a combined amount of $2448,~~458~~096,000 during the comparable period in ~~2003~~2004. Net sales are gross sales less adjustments for discounts, rebates, returns and allowances given to customers. The increase in net sales was the result of an increase in the volume of products sold of $5,186,000, and ~~such~~by ~~adjustments~~a ~~are~~decrease ~~collectively~~of ~~referred~~$477,000 toof asreturns ~~sales~~recorded ~~adjustments~~by the Predecessor for Ampro. The increase described above was offset in part by $475,000 of additional rebates and discounts of $197,000 given during the nine months ended March 31, 2005 and by $215,000 of the Predecessor’s net sales ~~was~~for operations not acquired by the Company. Notwithstanding increased sales, sales levels were adversely affected by cool and wet spring weather delaying the beginning of the gardening season. Cost of sales. Cost of sales increased by $4,257,000, or 15.2% to $32,204,000 for the nine months ended March 31, 2005 from $16,994,000 during the five months ended March 31, 2004 and $10,953,000 during the four months ended October 31, 2003, for a combined amount of $27,947,000 during the comparable period in 2004. The increase was a result of an increase in the volume of products sold of $~~143~~3,013,000, increases in material costs, primarily purchase price increases on a number of petroleum based products of $1,138,000, and by a ~~decrease~~reduction in ~~rebates~~cost of sales in the comparable period last year related to ~~customers~~the return of Ampro inventory of $~~301~~168,000,. ~~and~~There were no such returns in the current period. The increase was offset in part in the current period by a ~~decrease~~reduction in cost of sales of $~~477~~62,000 for operations not acquired by the Company. Cost of ~~returns~~sales ~~recorded~~as a percentage of net sales increased to 60.9% during the nine months ended March 31, 2005 from 58.1% during the comparable period in 2004. Depreciation and amortization included in cost of sales for the nine months ended March 31, 2005, the five months ended March 31, 2004, and the four months ended October 31, ~~2004~~2003 were $1,004,000, $558,000 and $496,000, respectively. Gross profit. Gross profit increased by $519,000, or 2.6%, to $20,668,000 for the ~~Predecessor~~nine months ended March 31, 2005 from $13,629,000 during the five months ended March 31, 2004 and $6,520,000 during the four months ended October 31, 2003, for a combined gross profit of $20,149,000 during the ~~Ampro~~comparable ~~division~~period in 2004. ~~The~~Gross ~~Company~~profit ~~disposed~~as a percentage of net sales decreased to 39.1% during the ~~Ampro~~nine ~~division~~months inended ~~June~~March 31, 2005, from 41.9% during the comparable period in 2004. The increase in gross profit dollars and decrease in gross profit as a percentage of net sales results from the matters described above. ~~was~~Selling ~~offset~~and inshipping ~~part~~expenses. Selling and shipping expenses increased by $661,246,000, ofor ~~additional~~9.9% ~~discounts~~to ~~given~~$13,809,000 during the ~~six~~nine months ended ~~December~~March 31, 2005 from $6,725,000 during the five months ended March 31, 2004 and by$5,838,000 during the four months ended October 31, 2003, for a combined expense of $~~215~~12,563,000 during the comparable period in 2004. This increase in expense was attributable to an increase in outbound freight costs of $983,000, (primarily a result of increased sales), increased marketing and new product development costs of $299,000, increased warehousing costs of $227,000, offset in part by the elimination of costs of the Predecessor’s ~~net~~of ~~sales~~$122,000 for ~~operations~~the four months ended October 31, 2003 not ~~acquired~~assumed and by the ~~Company~~Predecessor costs of Ampro of $141,000. As a percentage of net sales, selling and shipping expenses remained constant at 26.1% during the nine months ended March 31, 2005 and during the comparable period in 2004.

~~Cost~~General ofand ~~sales~~administrative expenses. ~~Cost~~General ofand ~~sales~~administrative ~~increased~~expenses decreased by $~~504~~1,~~000~~034,000 or 321.37%, to $153,~~815~~730,000 ~~for~~during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $42,~~358~~207,000 during the ~~two~~five months ended ~~December~~March 31, ~~2003~~2004 and $102,~~953~~557,000 during the four months ended October 31, 2003, for a combined amount of $154,~~311~~764,000 during the comparable period in ~~2003~~2004. ~~The~~This ~~increase~~decrease ~~was~~results afrom ~~result~~costs ofrelated anto ~~increase~~the inoperations of the ~~volume~~Predecessor ofnot ~~products~~assumed ~~sold~~by the Company of $72977,000, ~~increases~~the inPredecessor ~~material~~ costs, ~~primarily purchase price increases on a number~~ of ~~petroleum~~Ampro ~~based products~~ of $~~326~~27,000, and by ~~a reduction in~~ cost ofdecreases ~~sales~~during in the ~~comparable~~nine ~~period~~months ~~last~~ended ~~year~~March ~~related~~31, to2005 ~~the return~~ of ~~inventory of the Ampro Division of~~ $~~168~~30,000. ~~There~~As ~~were no such returns in the current period. The increase was offset in part in the current period by~~ a ~~reduction~~percentage ~~in cost~~ of ~~sales~~net ~~of $62~~sales,~~000~~ ~~for~~general ~~operations~~and ~~not~~administrative ~~acquired~~expenses bydecreased ~~the Company. Cost of sales as a percentage of net sales increased~~ to 637.01% during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from 629.69% during the comparable period in ~~2003~~2004. Depreciation and amortization. ~~included~~Depreciation ~~in cost of sales for the six months ended December 31, 2004, the two months ended December 31, 2003,~~ and ~~the~~amortization ~~four~~expenses ~~months~~decreased ~~ended October 31, 2004 were $632,000, $176,000 and $496,000, respectively. Gross profit. Gross profit increased~~ by $~~136~~536,000, or 143.54%, to $9698,~~283,~~000 ~~for~~during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $2803,~~627,~~000 during the ~~two~~five months ended ~~December~~March 31, ~~2003~~2004 and $6431,~~520,~~000 during the four months ended October 31, 2003, for a combined ~~gross~~amount ~~profit~~ of $91,~~147~~234,000 during the comparable period in ~~2003. Gross profit as a percentage of net sales decreased to 37.0% during the six months ended December 31,~~ 2004~~, from 37~~.4% ~~during the comparable period in 2003.~~ This decrease inis ~~gross~~primarily ~~profit~~ as a ~~percentage~~result of ~~net~~the ~~sales~~Predecessor ~~results~~having ~~from~~a ~~the~~shorter ~~matters~~life ~~described~~on ~~above.~~its ~~Selling~~amortizable ~~and~~intangible ~~shipping~~assets ~~expenses. Selling~~ and ~~shipping expenses decreased~~ by ~~$188,000, or 2.4% to $7,694,000 during~~ the ~~six~~Company’s ~~months~~depreciable ~~ended~~and ~~December~~amortizable ~~31,~~assets ~~2004~~being ~~from~~valued ~~$2,044,000~~at ~~during~~preliminary ~~the~~estimates ~~two months ended December 31, 2003~~ and ~~$5,838,000~~lives ~~during~~in the ~~four~~2004 ~~months ended October 31~~period, ~~2003,~~pending ~~for~~ a ~~combined~~final ~~expense~~valuation of ~~$7,882,000 during~~ the ~~comparable~~assets ~~period~~acquired infrom ~~2003~~the Predecessor. As a percentage of net sales, ~~selling~~depreciation and ~~shipping~~amortization expenses decreased to 301.73% during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from ~~32.~~2.6% during the comparable period in ~~2003~~2004. ~~This~~Income ~~decrease~~(loss) infrom expense and as a percentage of net sales was attributable to a decrease in cooperative advertising, commission and store service costs of $433,000, the elimination of costs of the Predecessor of $122,000 for the four months ended October 31, 2003 not assumed and costs related to the Ampro division in the prior period of $141,000, offset in part by an increase of $294,000 in outbound freight and warehousing costs and an increase in marketing and new product development costs of $214,000operations. ~~General~~Income ~~and~~from ~~administrative~~operations ~~expenses.~~increased ~~General and administrative expenses decreased~~ by $~~828~~843,000 or 2453.31%, to $2,~~584~~431,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005, from income of $~~855~~3,894,000 during the ~~two~~five months ended ~~December~~March 31, ~~2003~~2004 and a loss of $2,~~557~~306,000 during the four months ended October 31, 2003 for a combined ~~amount~~income from operations of $31,~~412~~588,000 during the comparable period in ~~2003~~2004. ~~This~~The ~~decrease~~increase ~~results~~in income from ~~costs~~continuing ofoperations ~~the~~was ~~Predecessor~~primarily ~~not~~due ~~assumed~~to byincreased ~~the~~sales ~~Company of $977,000~~ and ~~costs~~reduced ofoperating ~~the~~expenses ~~Ampro division of $27,000,~~ offset in part by ~~cost~~increased ~~increases~~selling ~~during the six months ended December 31, 2004 of $176,000 related to expenses of being a separate company. As a percentage of net sales, general~~ and ~~administrative~~shipping expenses decreased to 10.3% during the six months ended December 31, 2004 from 14.0% during the comparable period in 2003. Depreciation and amortization. Depreciation and amortization expenses decreased by $308,000 or 40.7% to $449,000 during the six months ended December 31, 2004 from $326,000 during the two months ended December 31, 2003 and $431,000 during the four months ended October 31, 2003, for a combined amount of $757,000 during the comparable period in 2003. This decrease is primarily as anoted ~~result of the Predecessor having a shorter life on its amortizable intangible assets~~above. As a percentage of net sales, ~~depreciation~~income ~~and~~from ~~amortization~~operations ~~expenses~~increased ~~decreased~~ to 14.86% ~~during~~for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from 3.13% during the comparable period in ~~2003~~2004.

	Refinancing and transaction costs. The Company did not incur refinancing and transaction costs during the nine months ended March 31, 2005 or the five months ended March 31, 2004. In the four months ended October 31, 2003, the Predecessor incurred $159,000 in refinancing and transaction costs, related to the sale of assets to the Company.

	Interest expense. Interest expense increased by $861,000, or 12.1% to $7,948,000 during the nine months ended March 31, 2005, from $4,219,000 during the five months ended March 31, 2004 and $2,868,000 during the four months ended October 31, 2003 for a combined interest expense of $7,087,000 for the comparable period in 2004. Interest on the revolving credit facility decreased $130,000 as a result of reduced borrowing levels and lower interest rates during most of the period. Interest expense on the term loans increased $595,000 as a result of increased average borrowing levels in the current period and higher interest rates. The Company has approximately $20,458,000 in term loans outstanding at March 31, 2005 compared to $23,165,000 at March 31, 2004 and $12,121,000 for the Predecessor at October 31, 2003. The interest expense of the Company on its term loans for the nine months ended March 31, 2005 was $2,625,000 of which $544,000 is due on October 29, 2008 and is considered non-cash interest in the current period. Interest expense on the term loans for the five months ended March 31, 2004 was $1,418,000, including non-cash interest of $290,000. The Predecessor had

Loss from operations. Loss from operations decreased by $1,460,000 or 50.3% to $1,444,000 during the six months ended December 31, 2004, from $598,000 during the two months ended December 31, 2003 and $2,306,000 during the four months ended October 31, 2003 for a combined loss from operations of $2,904,000 during the comparable period in 2003. The decrease in loss from continuing operations was primarily due to increased sales and reduced operating expenses as noted above. As a percentage of net sales, loss from operations decreased to 5.8% for the six months ended December 31, 2004 from 11.9% during the comparable period in 2003. Refinancing and transaction costs. The Company did not incur refinancing and transaction costs during the six months ended December 31, 2004 or the two months ended December 31, 2003. In the four months ended October 31, 2003, the Predecessor incurred $159,000 in refinancing and transaction costs, related to the sale of assets to the Company. Interest expense. Net interest expense increased $873,000, or 19.6% to $5,334,000 during the six months ended December 31, 2004, from $1,593,000 during the two months ended December 31, 2003 and $2,868,000 during the four months ended October 31, 2003 for a combined interest expense of $4,461,000 for the comparable period in 2003. Interest on the revolving credit facility decreased $144,000 as a result of reduced borrowing levels and lower interest rates during most of the period. Interest expense on the term loans increased $539,000 as a result of increased average borrowing levels in the current period and higher interest rates. The Company has approximately $22,576,000 in term loans outstanding at December 31, 2004 compared to $23,410,000 at December 31, 2003 and $12,121,000 for the Predecessor at October 31, 2003. The interest expense of the Company on its term loans for the six months ended December 31, 2004 was $1,737,000 of which $362,000 is due on October 29, 2008 and is considered non-cash interest in the current period. Interest expense on the term loans for the two months ended December 31, 2003 was $585,000, including non-cash interest of $119,000 in the two-month period. The Predecessor had interest expense of $612,000 on its term loan for the four months ended October 31, 2003. The Company also has two subordinated loans with non-cash interest expense, which increased $~~145~~158,000, to $~~214~~326,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $69168,000 during the ~~two~~five months ended ~~December~~March 31, ~~2003~~2004. The interest on the subordinated loans is due in cash on May 29, 2009 when the loans mature. Interest expense on the Junior Subordinated Debentures increased by $~~318~~234,000 to $34,~~065~~454,000 from $24,~~747~~220,000 in the comparable period. The increase is due to the interest charge on the deferred interest. As permitted by the Amended and Restated Junior Subordinated Indentures, the Company has elected to defer payment of the interest on the Junior Subordinated Debentures beginning in August 2004. While the interest payment is deferred, the interest continues to be accrued and together with the interest on the accrued interest is included in the caption Junior Subordinated Debentures~~, net of discount~~. Deferred interest and interest thereon of $23,~~590~~977,000 is included in non-cash interest expense in the current period. By deferring the interest payment on the Junior Subordinated Debentures, the Company has improved its cash flow by the amount of interest deferred. This improvement will exist until ~~such time as~~ the deferred interest is paid. The remaining $154,000 increase in interest is related to miscellaneous interest expense. The total non-cash interest for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 was $34,~~166~~847,000. A portion of the Company’s interest expense is based upon variable interest rates. Increases in such rates would have a negative impact on operating performance and cash flow. ~~Income~~As ~~taxes.~~a ~~Income~~percentage ~~tax~~of ~~benefit~~net ~~increased $1~~sales,~~425,000~~ tointerest ~~$2,139,000 during the six months ended December 31, 2004 from $758,000 during the two months ended December 31, 2003 and an income tax~~ expense ofincreased ~~$44,000~~to ~~during~~15.0% ~~the four months ended October 31, 2003~~ for ~~a combined income tax benefit of $714,000 for~~ the ~~six~~nine months ended ~~December~~March 31, ~~2003.~~2005 ~~The~~from ~~Company has deferred tax credits, which permits it to currently recognize deferred tax benefits on pre-tax losses~~14.8% ~~The~~during ~~Predecessor had a tax loss carry forward and no net deferred tax credits, which impacted its taxes for~~ the ~~four~~comparable ~~months~~period ~~ended~~in ~~October 31, 2003~~2004.

	Income taxes. Income tax benefit increased by $1,685,000 to $1,700,000 during the nine months ended March 31, 2005 from an income tax benefit of $59,000 during the five months ended March 31, 2004 and an income tax expense of $44,000 during the four months ended October 31, 2003 for a combined income tax benefit of $15,000 for the comparable period in 2004. The Company has deferred tax credits, which permits it to currently recognize deferred tax benefits on pre-tax losses. The Predecessor had a tax loss carry forward and no net deferred tax credits, which impacted its taxes for the four months ended October 31, 2003.

	Discontinued Operations. Income from discontinued operations increased by $326,000 to $336,000 during the nine months ended March 31, 2005 from $85,000 during the five months ended March 31, 2004 and a loss of $75,000 during the four months ended October 31, 2003 for a combined income of $10,000 from the comparable period in 2004. The Company’s income from discontinued operations during the nine months ended March 31, 2005 was due to a reduction in the estimated liabilities of Ampro. The Company’s income during the five months ended March 31, 2004 was from Ampro’s operations. The Predecessor’s loss during the four months ended October 31, 2003 was due to its discontinued Weed Wizard operations. See Note 6 to the financial statements.

	Net loss. Net loss decreased by $2,152,000 to $3,481,000 during the nine months ended March 31, 2005 from a net loss of $181,000 during the five months ended March 31, 2004 and $5,452,000 during the four months ended October 31, 2003 for a combined net loss of $5,633,000 during the comparable period in 2004. The decrease in net loss is due to matters described above. As a percentage of net sales, the net loss decreased to 6.6% for the nine months ended March 31, 2005 from 11.7% during the comparable period in 2004.

	*Seasonality*

	The Company’s sales are seasonal due to the nature of the lawn and garden business. The Company’s seasonality generally parallels the annual growing season. The Company’s sales and shipping are usually most active from late March through May when home lawn and garden customers are purchasing supplies for spring planting and retail stores are replenishing their

Discontinued Operations. Loss from discontinued operations decreased $114,000 to $0 during the six months ended December 31, 2004 from $39,000 during the two months ended December 31, 2003 and $75,000 during the four months ended October 31, 2003 for a combined amount of $114,000 from the comparable period in 2003. The Company’s loss during the two months ended December 31, 2003 was due to its discontinued Ampro division. The Predecessor’s loss during the four months ended October 31, 2003 was due to its discontinued Weed Wizard operations. Net loss. Net loss decreased by $2,285,000 to $4,639,000 during the six months ended December 31, 2004 from a net loss of $1,472,000 during the two months ended December 31, 2003 and $5,452,000 during the four months ended October 31, 2003 for a combined net loss of $6,924,000 during the comparable period in 2003. The decrease in net loss is due to matters described above. As a percentage of net sales, net loss decreased to 18.5% for the six months ended December 31, 2004 from 28.3% during the comparable period in 2003. Seasonality The Company’s sales are seasonal due to the nature of the lawn and garden business. The Company’s seasonality generally parallels the annual growing season. The Company’s sales and shipping are usually most active from late March through May when home lawn and garden customers are purchasing supplies for spring planting and retail stores are replenishing their inventory of lawn and garden products. These patterns are affected by a number of events; weather being the largest single event. The buying pattern of retailers, including the Company’s retail customers, is changing. Retailers are buying enough product to begin the season just prior to the beginning of the season and stores are replenishing their inventory when sales are made by them rather than buying large quantities of inventory in advance of the selling season. Sales typically decline in mid-summer. Due to the seasonality of the Company’s business as described above, a substantial portion of the Company’s sales, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and cash flows are generated in the peak growing season of the year which are the March 31 quarter and most significantly the June 30 quarter. Liquidity and Capital Resources Since inception, the Company has financed its operations primarily through cash generated by operations, and net borrowings from lending institutions. As noted below, the Company’s senior lenders have required that the Company finance part of its operations by deferring the interest on the Junior Subordinated Debentures since the senior loan requirements to pay such interest have not been met. The Company did not meet the financial covenants of the Maximum Senior Leverage Ratio at March 31, 2005. The senior lenders have waived this matter at March 31, 2005. It is possible that the Company could miss this and other covenants at June 30, 2005. If it misses any covenants at June 30, 2005, it would have to resolve the matter with its senior lenders. The Company is also below the minimum EBITDA level required by the senior lenders to continue to pay the interest on the Junior Subordinated Debentures. As permitted by the Amended and Restated Junior Subordinated Indenture, the Company has notified the Trustee that it has exercised its right to defer (not cancel) the monthly interest payment commencing with the August 2004 payment. The Trustee uses the interest on the Junior Subordinated Debentures to pay the interest on the 9.40% Cumulative Trust Preferred Securities. At March 31 2005, the Company had cash and short-term investments totaling $629,000 and a working capital deficit of $2,061,000. At June 30, 2004, the Company had cash and short-term investments totaling $441,000 and working capital of $1,385,000. The change in working capital deficit for the nine months ended March 31, 2005 of $3,446,000 was primarily attributable to the net loss of $3,481,000 for the nine months ended March 31, 2005.

Net cash provided by operating activities for the nine months ended March 31, 2005 was $0.5 million resulting from a net loss from continuing operations of $3.8 million, such loss was reduced by non-cash interest expense, depreciation and amortization expense and deferred income tax benefit of $5.4 million, offset by an increase in inventory, accounts receivable and prepaid expenses and other current assets and a decrease in accounts payable and accrued expenses of $1.1 million. These changes are generally consistent with the seasonal nature of the Company’s business. Net cash used in investing activities for the nine months ended March 31, 2005 of $1.4 million is due to capital purchases of equipment and package tooling costs.

	Net cash provided by financing activities for the nine months ended March 31, 2005 of $1.2 million is primarily due to borrowings on the revolving credit facility of $3.9 million used to make principal payments and financing costs of $2.7 million and to fund investing activities.

The Company and its parent, EYAS International, Inc., and their subsidiaries have a revolving credit facility with LaSalle Business Credit, L.L.C. who is the Agent for and one of the lenders on the facility, and two term loans with CapitalSource Finance, L.L.C. The revolving credit facility has a maximum borrowing level of $25 million. Interest is at variable annual rates based upon

~~At December 31 2004,~~ the ~~Company~~prime ~~had~~rate ~~cash~~plus ~~and short-term investments totaling $270,000 and a working capital deficit of $2,991,000~~0.5% Ator ~~June~~LIBOR ~~30,~~plus ~~2004, the Company had cash and short-term investments totaling $441,000 and working capital of $1,385,000~~3.25%. The ~~change~~interest inrate ~~working~~on ~~capital deficit for~~ the ~~six~~revolving ~~months~~credit ~~ended~~facility ~~December 31, 2004 of $4,376,000~~ was ~~primarily attributable to the loss from continuing operations of $4,639,000 for the six months ended December 31, 2004~~5.75% ~~Net~~at ~~cash~~March ~~provided by operating activities for the six months ended December~~ 31, ~~2004 was $5~~2005.5 ~~million~~The ~~resulting~~revolving ~~from~~credit afacility ~~net~~has ~~loss~~various ~~from~~financial ~~continuing~~covenants ~~operations~~including ofminimum ~~$4.6 million~~EBITDA, ~~such~~minimum ~~loss~~EBITDA asto ~~reduced~~pay ~~by non-cash~~ interest ~~expense~~on ~~and~~the ~~deferred~~Junior ~~income~~Subordinated ~~tax benefit of $2.5 million~~Debentures, aFixed ~~decrease~~Charge inCoverage ~~accounts receivable of $17.4 million~~Ratio, ~~offset~~Maximum bySenior anLeverage ~~increase~~Ratio ~~in inventory~~ and alimits ~~decrease~~on inCapital ~~accounts payable and accrued expenses, prepaid expenses and other current assets of $9~~Expenditures.8 ~~million.~~The ~~These~~Company ~~changes~~did ~~are~~not ~~consistent~~meet ~~with~~ the ~~seasonal~~financial ~~nature~~covenant of the ~~Company’s~~Maximum ~~business.~~Senior ~~Net~~Leverage ~~cash~~Ratio ~~used~~at inMarch ~~investing activities for the six months ended December~~ 31, ~~2004 of $1~~2005.0 ~~million~~The issenior ~~due~~lenders tohave ~~capital~~waived ~~purchases~~this ofmatter ~~equipment~~at ~~and~~March ~~package tooling costs. Net cash used in financing activities for the six months ended December~~ 31, ~~2004 of $4~~2005.9 ~~million~~It is ~~primarily~~possible ~~due~~that ~~to repayments made on~~ the ~~revolving credit facility as accounts receivable are collected and scheduled principal repayment on the term loan with cash provided from operating activities of $5.5 million. The~~ Company ~~and~~could ~~its~~miss ~~parent,~~this ~~EYAS International, Inc.,~~ and ~~their~~other ~~subsidiaries~~covenants ~~have~~at aJune ~~revolving credit facility with LaSalle Business Credit~~30, L2005.~~L.C.~~ ~~who~~If isit ~~the~~misses ~~Agent~~any ~~for~~covenants ~~and one of the lenders on the facility, and a term loan facility with CapitalSource Finance, L.L.C. The revolving credit facility has a maximum borrowing level of $25 million. Interest is~~ at ~~variable~~June ~~annual rates based upon the prime rate plus 0.5% or LIBOR plus 3.25%. The interest rate on the revolving credit facility was 5.25% at December 31~~30, ~~2004. The revolving credit facility has various financial covenants including minimum EBITDA~~2005, ~~minimum~~it ~~EBITDA~~would have to ~~pay~~resolve ~~interest on~~ the ~~Junior~~matter ~~Subordinated~~with ~~Debentures,~~its asenior ~~Fixed Charge Coverage Ratio, a Funded Senior Debt Ratio/Leverage Ratio and limits on Capital Expenditures~~lenders. Borrowings on the revolving credit facility were $917,~~111~~400,000 at ~~December~~March 31, ~~2004~~2005 and are based on eligible borrowing base of $1022,~~746~~814,000 ~~including a $2,000,000 over advance line available at December 31, 2004~~. ~~There~~Term ~~are two term loans. The term~~ loan A had $129,~~250~~950,000 outstanding at ~~December~~March 31, ~~2004~~2005 and term loan B had $9,500,000 outstanding at ~~December~~March 31, ~~2004~~2005 plus accrued interest. Term loan A bears interest at the greater of 5.75% over the prime rate or 10.00% and has monthly repayment of principal of $104,167 per month inbeginning ~~year~~November ~~one~~1, ~~and~~2003, $166,667 per month inbeginning ~~year~~November ~~two.~~1, ~~Year~~2004, ~~one~~and ~~began~~$291,667 onper ~~October~~month 29beginning November 1, ~~2003~~2005. Term ~~Loan~~loan B bears interest at the greater of 8.75% over the prime rate or 13.00% plus 7.00% of non-cash interest which is to be paid at the maturity of ~~Term~~term ~~Loan~~loan B on October 29, 2008. The variable interest rates on ~~Term~~term ~~Loans~~loans A and B were 1011.9033% and 1314.9033%, respectively, at ~~December~~March 31, ~~2004~~2005. Term ~~Loans~~loans A and B also require mandatory ~~pre-payments~~prepayments from the excess cash flow as defined in the loan agreement. The principal ~~pre-payments~~prepayments range from 50% to 75% of the excess cash flow. The Company made a mandatory prepayment from excess cash flow of $1,800,000 prior to March 31, 2005 for the quarter ended March 31, 2005. This payment was due on May 10, 2005. The Company was required to pay an additional amount of $500,000 for the quarter ended March 31, 2005 by May 10, 2005. The facility has financial covenants identical to those of the revolving credit facility described above. As noted above, the Company did not meet the Maximum Senior Leverage Ratio at March 31, 2005, and the matter was waived by the senior lenders. Commitments The Company leases office and warehouse space, certain office equipment and automobiles under operating leases expiring through 2010. The future minimum annual lease payments under these non-cancelable operating leases are as follows:

Year Ended June 30,	Amount


2005	$	590,000
2006		234,000
2007		53,000
2008		43,000
2009 and thereafter		30,000

	$	950,000


	New Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 151 entitled Inventory Costs – an amendment of ARB No. 43, Chapter 4. This Statement, which is effective for fiscal years beginning after June 15, 2005, clarifies the accounting for inventory costs, in particular, abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). The Company is reviewing the implications of this Statement on its financial reporting and does not expect that it will have an effect on its financial statements.

~~Commitments~~In December 2004, the FASB issued Statement No. 123(R) entitled Share-Based Payment. This Statement, which is effective as of the beginning of the first interim or annual reporting period, that begins after June 15, 2005, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The Company ~~leases~~has ~~office~~not exchanged equity instruments for goods or services and ~~warehouse~~has ~~space,~~no ~~certain~~plans ~~office~~to ~~equipment~~do so in the future. Inflation Inflation has historically not had a material effect on the Company’s operations. Item 3. Quantitative and ~~automobiles~~Qualitative ~~under~~Disclosures ~~operating~~About ~~leases~~Market ~~expiring~~Risk ~~through~~As ~~2008~~a result of its variable rate revolving credit line and term debt, the Company is exposed to the risk of rising interest rates. The ~~future~~Company ~~minimum~~also ~~annual~~has ~~lease~~minor ~~payments~~exposure ~~under~~to ~~these~~changes ~~non-cancelable~~in ~~operating~~foreign ~~leases~~exchange ~~are~~rates. A 1% point increase in the variable interest rate at the beginning of the quarter would have increased interest expense by $96,000. Actual interest expense on the debt subject to variable interest was $2,602,000 for the nine months ended March 31, 2005. The following information relates to the Company’s fixed maturity debt as ~~follows:~~of March 31, 2005 that are sensitive to changes in interest rates. The Revolving Credit Facility with LaSalle Business Credit L.L.C. had a variable interest rate ranging from 5.25% to 5.75% for the period ended March 31, 2005 $17.4 million The Term Loan A with Capital Source Finance, L.L.C. had a variable interest rate ranging from 10.9% to 11.33% for the period ended March 31, 2005 $10.0 million The Term Loan B with Capital Source Finance, LLC had a variable interest rate component ranging from 13.9% to 14.33% for the period ended March 31, 2005 $10.5 million

Year Ended June 30,	Amount
2005	$	602,000
2006		268,000
2007		9,000
2008		6,000
	$	885,000


	Item 4. Controls and Procedures

~~New Accounting Pronouncements In November 2004, the Financial Accounting Standards Board~~ (~~FASB~~a) ~~issued~~Evaluation ~~FASB~~of ~~Statement~~disclosure ~~No.~~controls ~~151~~and ~~entitled~~procedures. ~~Inventory~~As ~~Costs~~of –the anend ~~amendment~~ of ~~ARB~~the ~~No.~~period ~~43,~~covered ~~Chapter~~by 4.this ~~This Statement~~report, ~~which~~the isCompany ~~effective~~has ~~for~~carried ~~fiscal~~out ~~years~~an ~~beginning after June 15~~evaluation, ~~2005,~~under ~~clarifies~~ the ~~accounting~~supervision ~~for~~and ~~inventory~~with ~~costs,~~the inparticipation ~~particular, abnormal amounts~~ of ~~idle~~the ~~facility~~Company’s ~~expense,~~Chief ~~freight,~~Executive ~~handling~~Officer ~~costs~~ and ~~wasted~~Chief ~~material~~Financial ~~(spoilage).~~Officer ~~The~~of ~~Company is studying~~ the ~~implications~~effectiveness of ~~this~~the ~~Statement~~design ~~on its financial reporting~~ and ~~does~~operation ~~not~~of ~~expect~~the ~~that~~Company’s itdisclosure ~~will~~controls ~~have~~and anprocedures. ~~effect~~Based on ~~its financial statements. In December 2004,~~ the ~~FASB~~evaluation ~~revised Statement No. 123 entitled Share-Based Payment. This Statement, which is effective as~~ of the ~~beginning~~effectiveness of the ~~first~~design ~~interim~~and oroperation ~~annual~~of ~~reporting~~the ~~period,~~Company’s ~~that~~disclosure ~~begins~~controls ~~after~~and ~~June 15~~procedures, ~~2005, establishes standards for~~ the ~~accounting~~Company’s ~~for~~Chief ~~transactions~~Executive inOfficer ~~which~~and anChief ~~entity~~Financial ~~exchanges~~Officer ~~its~~concluded ~~equity~~that ~~instruments~~the ~~for~~Company’s ~~goods~~disclosure orcontrols ~~services.~~and ~~The~~procedures ~~Statement~~were ~~focuses~~effective ~~primarily on accounting for transactions~~ in ~~which~~timely analerting ~~entity~~them ~~obtains~~to ~~employee~~material ~~services~~information inrequired ~~share-based payment transactions. The Company has not exchanged equity instruments for goods or services and currently does not expect~~ to dobe soincluded in the ~~future.~~Company’s ~~Inflation~~periodic ~~Inflation~~SEC ~~has~~filings ~~historically~~at ~~not had~~ a ~~material~~reasonable ~~effect~~assurance ~~on the Company’s operations~~level.

(b) Changes in internal control over financial reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during the nine months ended March 31, 2005 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

Item 3. Quantitative and Qualitative Disclosures About Market Risk As a result of its variable rate revolving credit line and term debt, the Company is exposed to the risk of rising interest rates. The Company also has minor exposure to changes in foreign exchange rates. The following information relates to the Company’s fixed maturity debt as of December 31, 2004 that are sensitive to changes in interest rates. A 1% point increase in the variable interest rate at the beginning of the quarter would have increased interest expense $81,000. Actual interest expense on the debt subject to variable interest was $2,168,000 for the six months ended December 31, 2004. The Revolving Credit Facility with LaSalle Business Credit L.L.C. had a variable interest rate ranging from 4.75% to 5.25% for the period ended

December 31, 2004 $9.1 million

The Term Loan A with Capital Source Finance, L.L.C. had a variable interest rate ranging from 10.33% to 10.9% for the period ended

December 31, 2004 $12.3 million

The Term Loan B with Capital Source Finance, LLC had a variable interest rate component ranging from 13.33% to 13.9% for the period ended

December 31, 2004 $10.3 million

Item 4. Controls and Procedures (a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, have carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in timely alerting them to material information required to be included in the Company’s periodic SEC filings at a reasonable assurance level. (b) Changes in internal control over financial reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during the six months ended December 31, 2004 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

	PART II – OTHER INFORMATION

Item 1. Legal Proceedings Not applicable Item 6. Exhibits and Reports on Form 8-K

	Item 1. Legal Proceedings

		Not applicable

	Item 6. Exhibits and Reports on Form 8-K

	(a)	Exhibits

	10.1	Waiver dated as of May 12, 2005 to the Term Loan and Security Agreement by and among Easy Gardener Products, Ltd., as Borrower, EYAS International, Inc., E G Product Management, L.L.C., EG, L.L.C., Weatherly Consumer Products Group, Inc., Weatherly Consumer Products, Inc. and NBU Group, LLC, each as Guarantor, and CapitalSource Finance LLC, as Agent and Lender dated as of October 29, 2003.

	10.2	Waiver and Amendment No. 2 dated as of May 11, 2005, to the Loan and Security Agreement with LaSalle Business Credit, LLC, as Agent, certain financial institutions as Lenders and Easy Gardener Products, Ltd., as Borrower, EYAS International, Inc., as a Credit Party, EG Product Management, L.L.C., as a Credit Party, EG, L.L.C., as a Credit Party, Weatherly Consumer Products Group, Inc., as a Credit Party, Weatherly Consumer Products, Inc., as a Credit Party, and NBU Group, LLC, as a Credit Party dated as of April 27, 2004.

	31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 implementing Section 302 of the Sarbanes-Oxley act of 2002.

	31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 implementing Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

	32.2	Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(a) Exhibits

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 implementing Section 302 of the Sarbanes-Oxley act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 implementing Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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


Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 16, 2005

		Easy Gardener Products, Ltd.
		(Registrant)

	By:	/s/ Richard M. Grandy

		Richard M. Grandy
		Manager / CEO

	By:	/s/ Richard M. Kurz

		Richard M. Kurz
		Manager/ CFO

February 14, 2005
		Easy Gardener Products, Ltd.
			(Registrant)
	By	:	/s/ Richard M. Grandy
		——————————————————
		Richard M. Grandy
		Manager / CEO
	By:		/s/ Richard M. Kurz
		——————————————————
		Richard M. Kurz
		Manager/ CFO

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