ESSENTIALLY YOURS INDUSTRIES, INC.
                      2960 HOWARD HUGHES PARKWAY, SUITE 500
                             LAS VEGAS, NEVADA 89109
                                  702.296.8028


By Facsimile 202.942.9516
- -------------------------
Confirmation by U.S. Mail
- -------------------------

July 11, 2003

United States Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  S. Richard Lee

     Re:  Essentially Yours Industries, Inc. Registration Statement on Form SB-2
          ----------------------------------------------------------------------
          filed on November 12, 2002; Commission file no. 333-101138
          ----------------------------------------------------------

Dear Mr. Lee:

Please  be  informed  that,   pursuant  to  the  provisions  of  Rule  477,  the
above-referenced  registrant  ("Registrant")  hereby  withdraws its Registration
Statement on Form SB-2 filed on November 12, 2002. The Registrant withdraws that
Registration  Statement  because the Registrant is considering  several business
combination  alternatives.  No securities  have been sold in connection with the
offering  contemplated  by  the  Registration  Statement.   The  Registrant  may
undertake a subsequent private offering in reliance on Rule 155(c).

Finally,  your time,  attention and  cooperation in this matter are  appreciated
significantly.  Of course, in the event you have questions or comments regarding
this matter, please do not hesitate to contact the undersigned.

Sincerely,


/s/ Jay Sargeant

Jay Sargeant, President