8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2007

_________________________

EAU Technologies, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware	000-51807	87-0654478
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1464 West 40 South, Suite 200, Lindon, Utah 84042

(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (801) 443-1031

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)Appointment of Director. On September 6, 2007, the Board of Directors of EAU Technologies, Inc. (“EAU”, or the “Company”) appointed Ted Jacoby, Jr., as a member of the Board of Directors. The Board also appointed Mr. Jacoby as a member of the Audit Committee and the Compensation Committee. The Company’s press release announcing Mr. Jacoby’s appointment is filed herewith as Exhibit 99.1.

Mr. Jacoby is currently President and Chief executive Officer of T.C. Jacoby & Co., the leading independent distributor of bulk dairy products including raw milk, cream, condensed milk, powdered milk, butter and cheese in the U.S.  Mr. Jacoby has expanded T.C. Jacoby to numerous international markets. Mr. Jacoby is an active member of the international dairy community serving on the Board of Directors of the U.S. Dairy Export Committee Council since 1995.  He currently serves on the Trade Policy Committee.   T.C. Jacoby & Company is a member of many other prominent dairy trade organizations including the International Dairy Foods Association, California Milk Processors Association and Associate Member of National Milk Producers Federation. Mr. Jacoby received his Bachelor of Science degree in Agriculture from the Missouri College of Agriculture, Food, and Natural Resources.  After graduation, Mr. Jacoby proudly served in the United States Marine Corp for four years.

There is no arrangement or understanding between Mr. Jacoby and any other person pursuant to which Mr. Jacoby was elected as a director of the Company. There are no transactions in which Mr. Jacoby has no interest requiring disclosure under Item 404(a) of Regulation S-B.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)Amendment of Bylaws. On January 12, 2007, the Board approved the Amended and Restated Bylaws of the Company. A copy of the Amended and Restated Bylaws is filed herewith as Exhibit 3.3.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

Not applicable

(b)Pro Forma Financial Information.

Not applicable

(c)Shell Company Transactions.

Not Applicable

(d)Exhibits.

Exhibit Number	Description
3.3	Amended and Restated Bylaws as of January 12, 2007
99.1	Press Release dated September 12, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, EAU Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EAU TECHNOLOGIES, INC.
Date: September 12, 2007	By:	/s/ Wade R. Bradley
		Wade R. Bradley
		Title Chief Executive Officer

EX-3.3

AMENDED AND RESTATED

BYLAWS

OF

EAU TECHNOLOGIES, INC.

THESE AMENDED AND RESTATED BYLAWS (“Bylaws”) of EAU Technologies, Inc., a Delaware corporation, are hereby adopted by the Directors and Stockholders of the Corporation as of the 12^th day of January, 2007 pursuant to Section 109 of the General Corporation Law of the State of Delaware.

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office of the corporation shall initially be located in Salt Lake City, Utah. The corporation may from time to time change the location of its principal office, within or without the State of Utah or the State of Delaware. The corporation may have such other offices, either within or without the State of Utah or the State of Delaware, as the business of the corporation may require from time to time.

Section 2. Registered Office. The office of the registered agent of the corporation as required by the General Corporation Law of the State of Delaware (the Act) to be maintained in the State of Delaware is Registered Agents, Ltd., 1220 North Market Street, Suite 606, Wilmington, Delaware 19801, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II. STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders shall be held on the second Tuesday in the month of May in each year, at the hour of 10:00 a.m., or at such other time on such other day within such month as shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein or any annual meeting of the stockholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes described in the meeting notice, unless otherwise prescribed by statute, may be called by the president, the chairman of the board of directors or by the board of directors, and shall be called by the president at the request of the holders of outstanding shares of the corporation representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the special meeting, if such stockholders sign, date, and deliver to the corporations secretary one or more written demands for the meeting, stating the purpose or purposes for which it is to be held.

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Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If the special meeting is called by the president or the chairman of the board of directors, the officer calling the special meeting may designate any place, either within or without the State of Delaware, as the place for that special meeting. If a special meeting is called by the president at the request of stockholders, the board of directors, or, if the board of directors fails to act, the president, may designate a place, either within or without the State of Delaware, as the place of meeting for any special meeting. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State of Delaware, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

Section 4. Notice of Meeting.

(a) Required Notice. Written notice stating the place, day and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

(b) Adjourned Meetings. If an annual or special meeting is adjourned to a different date, time or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting prior to adjournment. If a new record date is or must be fixed, new notice of the adjourned meeting must be given to all stockholders of record who are entitled to vote at the meeting.

(c) Waiver of Notice. The stockholder may waive notice of the meeting (or any notice required by the Act, Articles of Incorporation, or bylaws), by a writing signed by the stockholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.

A stockholders attendance at a meeting:

(1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.

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(d) Contents of Notice. The notice of each special stockholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this Article II, Section 4(d), the corporations Articles of Incorporation, or otherwise in the Act, the notice of an annual stockholder meeting need not include a description of the purpose or purposes for which the meeting is called.

If a purpose of any stockholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles requiring stockholder approval); (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all, or substantially all of the corporations property outside the ordinary course of business; (4) if all or substantially all of the corporations assets consists of its interest in an entity it controls, the sale, lease, exchange or other disposition of all or substantially all of the property owned by that entity, outside the ordinary course of business; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and be accompanied by respectively a copy or summary of the: (1) articles of amendment; (2) plan of merger or share exchange; and (3) transaction for disposition of the corporations property.

Section 5. Fixing of Record Date.

(a) By Board of Directors. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the day on which the meeting is held or on which the action is taken.

(b) By Operation of Bylaw. If no record date is so fixed by the board for the determination of stockholders entitled to notice of, or to vote at a meeting of stockholders, or stockholders entitled to receive a share dividend or distribution, the record date for determination of such stockholders shall be at the close of business on: 3

(1) With respect to an annual stockholder meeting or any special stockholder meeting called by the board or any person specifically authorized by the board or these bylaws to call a meeting, the day before the first notice is delivered to stockholders;

(2) With respect to a special stockholders meeting demanded by the stockholders, the president shall fix in advance a date as the record date, which record date shall not be more than 70 days prior to the date on which the meeting is held;

(3) With respect to the payment of a share dividend, the date the board authorizes the share dividend;

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(4) With respect to actions taken in writing without a meeting, the date the first stockholder signs a consent;

(5) And with respect to a distribution to stockholders, (other than one involving a repurchase or reacquisition of shares), the date the board authorizes the distribution.

(c) Record Date Following Adjournment. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 6. Stockholder Lists. After a record date for a stockholders meeting has been fixed, the officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the stockholders entitled to be given notice of that meeting, arranged in alphabetical order, with the address of and the number of shares held by each. The list must be arranged by voting group and within each voting group by class or series of shares. The stockholder list must be available for inspection by any stockholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any meeting adjournments. The list shall be available at the corporations principal office or at a place identified in the meeting notice in the city where the meeting is to be held. A stockholder, his agent, or attorney is entitled on written demand to inspect and to copy the list at his or her expense during regular business hours and during the period it is available for inspection. The corporation shall maintain the stockholder list in written form or in another form capable of conversion into written form within a reasonable time. 4

Section 7. Stockholder Quorum and Voting Requirements.

(a) Quorum Requirements. Unless the Articles of Incorporation or the Act provide otherwise, a majority of the votes entitled to be case on the matter constitutes a quorum for action on that matter.

(b) Share Presence. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) Voting Requirements. If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Act require a greater number of affirmative votes.

Section 8. Proxies. At all meetings of stockholders, a stockholder may vote in person or by proxy. A stockholder may appoint a proxy to vote or otherwise act for that stockholder by signing an appointment form either personally or by its duly authorized attorney-in-fact. The stockholder may appoint a proxy by transmitting or authorizing the transmission of telegram, teletype, or other electronic transmission, provided that the transmitted appointment shall set forth or be transmitted with evidence from which it can be determined that the stockholder transmitted or authorized the transmission of the appointment. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

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Section 9. Voting of Shares.

(a) One Share One Vote. Unless otherwise provided in the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders.

(b) Voting of Redeemable Shares. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Section 10. Corporations Acceptance of Votes.

(a) Stockholders Name Signed. If the name signed on a vote, consent, waiver, proxy appointment or proxy revocation corresponds to the name of a stockholder, the corporation if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy revocation and give it effect as the act of the stockholders.

(b) Other Than Stockholders Name Signed. If the name signed on a vote, consent, waiver, proxy appointment or proxy revocation does not correspond to the name of a stockholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy revocation and give it effect as the act of the stockholder if:

(1) the stockholder is an entity as defined in the Act and the name signed purports to be that of an officer or agent of the entity;

(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the stockholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy revocation;

(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the stockholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, wavier proxy appointment or proxy revocation;

(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the stockholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the stockholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy revocation; or

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(5) two or more persons are the stockholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) Rejection. The corporation is entitled to reject a vote, consent, waiver proxy appointment or proxy revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the stockholder.

(d) No Liability for Accepting or Rejecting. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy revocation in good faith and in accordance with the standards of this section are not liable in damages to the stockholder for the consequences of the acceptance or rejection.

(e) Action Presumed Valid. Corporate action based on the acceptance or rejection of a vote, consent, waiver, proxy appointment or proxy revocation under this section is valid unless a court of competent jurisdiction determines otherwise.

Section 11. Informal Action by Stockholders.

(a) Written Consents. Any action required to be taken at a meeting of the stockholders, or any action which may be taken at a meeting of the stockholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote thereon were present and voted, and delivered to the corporation for inclusion in the minute book.

(b) Notice When Not Unanimous. Unless the written consents of all stockholders entitled to vote have been obtained, notice of any stockholder approval without a meeting shall be given at least ten days before the consummation of the action authorized by the approval to:

(1) those stockholders entitled to vote who have not consented in writing; and

(2) those stockholders not entitled to vote and to whom the Act requires that notice of the proposed action be given.

(c) Contents of Notice. The notice must contain or be accompanied by the same material that would have been required to be sent in a notice of meeting at which the proposed action would have been submitted to the stockholders for action.

(d) Revocation of Consent. Any stockholder giving a written consent, or the stockholders proxy holder, or a transferee of the shares or a personal representative of the stockholder or their respective proxy holder, may revoke the consent by a signed writing describing the action and stating that the stockholders prior consent is revoked, if the writing is received by the corporation prior to the date of the action.

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(e) Time Limitation. An action taken pursuant to this Section is not effective unless all written consents on which the corporation relies are received within a sixty (60) day period and not revoked.

(f) Effective Date of Action by Consent. An action taken pursuant to this Section is effective as of the date the last written consent necessary to effect the action is received by the corporation unless all of the consents necessary to effect the action specify a later date as the effective date and that date is not more than 70 days after the date the first stockholder signed the written consent.

Section 12. Voting for Directors. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 13. Stockholders Rights to Inspect Corporate Records.

(a) Minutes and Accounting Records. The corporation shall keep as permanent records minutes of all meetings of its stockholders and board of directors, a record of all actions taken by the stockholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of stockholders, meetings of the board of directors, or any meetings of committees of the board of directors. The corporation shall maintain appropriate accounting records.

(b) Absolute Inspection Rights of Records Required at Principal Office. If a stockholder gives the corporation written notice of the stockholders demand at least five business days before the date on which the stockholder wishes to inspect and copy, a stockholder (or the stockholders agent or attorney) has the right to inspect or copy, during regular business hours any of the following records, all of which the corporation is required to keep at its principal office:

(1) its Articles of Incorporation and any amendments in effect,

(2) its bylaws and all amendments to the bylaws currently in effect;

(3) all financial statements prepared for the periods ending during the last three years that show in reasonable detail the corporations assets and liabilities and the results of its operations;

(4) the minutes of all stockholders meetings, and records of all action taken by stockholders without a meeting, for the past three years;

(5) all written communications within the past three years to stockholders as a group or to the holders of any class or series of shares as a group;

(6) a list of the names and business addresses of its current directors and officers; and

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(7) its most recent annual report delivered to the Department of Commerce, Division of Corporations and Commercial Code or similar State agency.

(c) Conditional Inspection Right. In addition, if a stockholder gives the corporation a written demand made in good faith and for a proper purpose at least five business days before the date on which the stockholder wishes to inspect a copy, the stockholder describes with reasonable particularity the stockholders purpose or purposes and the records the stockholder desires to inspect, and the records are directly connected with the stockholders purposes, a stockholder of the corporation (or the stockholders agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:

(1) excerpts from minutes of any meeting, records of any action taken by the board of directors, or of a committee of the board of directors while acting on behalf of the corporation in place of the board of directors, minutes of any meeting of the stockholders, and records of action taken by the stockholders without a meeting, and waivers of notices of any meeting of the stockholders, or any meeting of the board of directors, or of any meeting of a committee of the board of directors;

(2) accounting records of the corporation; and

(3) the record of stockholders (compiled no earlier than the date of the stockholders demand.)

(d) Copy Costs. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the stockholder. The charge may not exceed the estimated cost of production or reproduction of the records.

(e) Stockholder Includes Beneficial Owner. For purposes of this Section 13, the term stockholder shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

Section 14. Financial Statements. Upon the written request of any stockholder, the corporation shall mail to him or her, its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the board of directors.

Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be not less than three (3), nor more than nine (9), as fixed from time to time by the Board of Directors. Each Director shall hold office until the next annual meeting of stockholder and until his successor shall have been elected and qualified.

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Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Such meetings may be held by telephone or by any other means of communication by which all directors participating may hear each other during the meeting.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or the chairman of the board of directors or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them. Such meetings may also be held by telephone or by any other means of communication by which all directors participating may hear each other during the meeting.

Section 5. Notice.

(a) General Provisions. Regular meetings of the board of directors may be held without notice of the date, place, time and purpose of the meeting. Notice of any special meeting, however, shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram or telephonic facsimile. If mailed, such notice shall be deemed to be effective at the earlier of, (1) when received; (2) five days after deposited in the United States mail, addressed to the directors business office, with postage thereon prepaid; or (3) the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by telegram such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by telephonic facsimile, such notice shall be deemed to be effective when the transmission is confirmed by or on behalf of the director. If notice is given by private courier, such notice shall be deemed to be effective when acknowledgment of delivery is signed by or on behalf of the director.

(b) Waiver. Any director may waive notice of any meeting. Except as provided in this section 5(b), the waiver must be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting, or promptly upon the directors arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.

(c) Content. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

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Section 6. Quorum. A majority of the number of directors fixed pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. 11

Section 7. Manner of Acting.

(a) Voting Requirements. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the Articles of Incorporation, these bylaws, or the Act require a greater percentage.

(b) Appropriate Means of Communication. Unless the Articles of Incorporation provides otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(c) Effect of Presence at Meeting. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 8. Director Action Without a Meeting. Unless the Articles of Incorporation, these bylaws, or the Act provide otherwise, any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all directors consent to the action in writing. Action taken by consents is effective when the last director signs a writing describing the action taken, unless, prior to that time, any director has revoked a consent by a writing signed by the director and received by the secretary or other person authorized by the board of directors to receive a revocation, or unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be described as such in any document.

Section 9. Removal of Directors. The stockholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the Articles of Incorporation provides that directors may only be removed with cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

Section 10. Vacancies.

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(a) Who May Fill Vacancy. Unless the Articles of Incorporation provides otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the stockholders may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) Filling Future Vacancies. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

(c) Term of New Director. The term of a director elected to fill a vacancy expires at the next stockholders meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

Section 11. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. Director Committees.

(a) Creation of Committees. The board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.

(b) Selection of Members. The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the Articles of Incorporation or bylaws to take such action.

(c) Required Procedures. Provisions of this Article III, which govern meetings, action without meetings, notice and waiver, of notice, quorum and voting requirements of the board of directors, apply to committees and their members.

(d) Authority. Each Committee may exercise those aspects of the authority of the board of directors which the board of directors confers upon such committee in the resolution creating the committee.

ARTICLE IV. OFFICERS

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Section 1. Number. The officers of the corporation shall be a president and a secretary, each of whom shall be elected by the board of directors. Such other officers and assistant officers, including a chairman of the board, treasurer and any vice presidents, as may be deemed necessary may be elected or appointed by the board of directors. Any two or more offices may be held simultaneously by the same person.

Section 2. Appointment and Term of Office. The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors. The designation of a specified term grants to the officer no contract rights, and the board can remove the officer at any time prior to the termination of such term. If no term is specified, they shall hold office until they resign, die, or until they are removed in the manner provided hereafter.

Section 3. Removal. Any officer or agent may be removed by the board of directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

Section 4. Resignation. An officer may resign at any time by giving written notice of the resignation to the corporation. The resignation is effective when the notice is received by the corporation, unless a later effective date is specified. If the resignation is effective at a later date, the board of directors may remove the officer at any time before the effective date and fill the resulting vacancy, or the board may allow the officer to remain in office until the effective date and fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 6. Chief Executive Officer. The board of directors may designate one of the officers as chief executive officer. He shall have, subject to the supervision and direction of the board of directors, general supervision of the business, property, and affairs of the corporation and the powers vested in him by the board of directors, by law or by these bylaws or which usually attach or pertain to such office.

Section 7. Chairman of the Board. If appointed, the chairman of the board shall have the powers and duties vested in him by the board of directors, by law or by these Bylaws. He shall preside at meetings of the board of directors.

Section 8. The President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders. He may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

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Section 9. The Vice-President. If appointed, in the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their appointment, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 10. The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the stockholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal-is duly authorized; (d) when requested or required, authenticate any records of the corporation, (e) keep a register of the post office address of each stockholder; (f) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the board of directors; provided that the Secretary may delegate the responsibilities set forth in clauses (e) and (g) above to the duly appointed stock transfer agent of the corporation.

Section 11. The Treasurer. If appointed, the treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V; (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors; and (d) if there is no vice-president, then the Treasurer shall perform such duties of the president. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 12. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

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Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI. INDEMNIFICATION

Section 1. Indemnification of Directors.

(a)Mandatory Indemnification. Unless limited by the Articles of Incorporation, the corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the proceeding, to which he or she was a party because he or she is or was a director of the corporation, against reasonable expenses, including attorneys' fees, incurred by him or her in connection with the proceeding or claim with respect to which he or she has been successful.

(b) Other Authority to Indemnify. If not covered by subsection (a), and unless otherwise provided in the Articles of Incorporation, the corporation shall indemnify any individual made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, but only if a determination has been made that the director met the standards of conduct in paragraph (1) below.

(1) Standard of Conduct. The individual shall demonstrate that:

(i) he conducted himself in good faith; and

(ii) he reasonably believed that his conduct was in, or not opposed to, the corporations best interests; and

(iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

(2) No Indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under this Section l(b)of Article VI:

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(i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(3) Indemnification in Derivative Actions Limited. Indemnification permitted under this Section 1(b) of Article VI in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 2. Advance Expenses for Directors. If a determination is made that the director has met the following requirements; and if an authorization of payment is made, then, unless otherwise provided in the Articles of Incorporation, the corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:

(a) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 1(b) of this Article VI;

(b) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and

(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 1(b) of this Article VI or the Act.

Section 3. Indemnification of Officers, Agents, and Employees Who are Not Directors.

(a) Unless the articles provide otherwise, an officer is entitled to mandatory indemnification to the same extent as a director under Section l(a) of this Article VI.

(b) Unless otherwise provided in the Articles of Incorporation, the board of directors may indemnify and advance expenses to any officer, employee, fiduciary, or agent of the corporation, who is not a director of the corporation, to any extent consistent with public policy, including to a greater extent than that allowed by law for directors, as determined by the general or specific action of the board of directors.

Section 4. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while serving as a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation, person, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status in any such capacity, whether or not the corporation would have the power to indemnify him against any such liability under the provisions of this Article VI or the laws of the State of Delaware, as the same may hereafter be amended or modified.

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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares.

(a) Content. Certificates representing shares of the corporation shall at minimum, state on their face the name of the issuing corporation and that it is formed under the laws of the State of Delaware, the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, the certificate represents; and be in such form as determined by the board of directors. Such certificates shall be signed (either manually or, if countersigned by the duly appointed stock transfer agent of the corporation, by facsimile) by the president or a vice-president and by the secretary or an assistant secretary and may be sealed with a corporate seal of a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified.

(b) Legend as to Class or Series. If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in relative rights, preferences and limitations determined for each series (and the authority of the board of directors to determine variations for any existing or future class or series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the stockholder this information on request in writing and without charge.

(c) Restrictions on Transfer. Any restriction on the transfer or registration of transfer of shares must be noted conspicuously on the front or back of the share certificate.

(d) Stockholder List. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the transfer books of the corporation.

(e) Transferring Shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section 2. Registration of the Transfer of Shares. Registration of the transfer of shares of the corporation shall be made only on the transfer books of the corporation. To register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the owner, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

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Section 3. Restrictions on Transfer of Shares.

(a) Restrictions Permitted. The board of directors (or stockholders) may impose restrictions on the transfer or registration of transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire shares). A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) Authorized Purposes for Restrictions. A restriction on the transfer or registration of transfer of shares may be authorized:

(1) to maintain the corporations status when it is dependent on the number or identity of its stockholders;

(2) to preserve entitlements, benefits, or exemptions under federal, state or local laws;

(3) to provide continuity in the ownership and management of the corporation; or 20

(4) for any other reasonable purpose.

(c) Types of Restrictions Authorized. A restriction on the transfer or registration of transfer of shares may:

(1) obligate the stockholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) require the corporation, any of its stockholders or any one or more persons to approve the transfer or registration of transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(4) require the stockholder to establish compliance with federal and state laws regarding registration of the offer and sale of securities; or

(5) prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(d) Disclosure of Restrictions Required. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section or the Act and its existence is noted conspicuously on the front or back of the share certificate or is contained in the information statement required by Section 2 of this Article VII with regard to shares issued without certificates. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

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Section 4. Corporations Acquisition of Shares. (a) Acquisition Authorized. Subject to any the restrictions of the Act, the corporation may acquire its own shares and the shares so acquired constitute authorized but unissued shares.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

ARTICLE IX. DISTRIBUTIONS

The board of directors may authorize, and the corporation may make, distributions (including dividends on its outstanding shares) in the manner, and upon the terms and conditions provided by law and the corporation's Articles of Incorporation.

ARTICLE X. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders at any regular or special meeting of the stockholders.

ARTICLE XI. PROCEDURE FOR CONDUCTING MEETINGS

All stockholder and director meetings shall be conducted in accordance with the rules and procedures set forth in the most current edition of Roberts Rules of Order.

The above Amended and Restated Bylaws are certified on the 12^th day of January, 2007 to have been adopted by the Board of Directors and Stockholders of the Corporation.

_______________________________________

Randy K. Johnson

Secretary

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EX-99.1

EAU Names Ted Jacoby to Board

LINDON, UTAH September 12, 2007—EAU Technologies, Inc. (“EAU” or “Company”) (EAUI: OTCBB), a leading provider of electrolyzed water technologies, that promotes ”Green Chemistry” to numerous industries including food processing, agriculture and dairy, today announced that Ted C. Jacoby Jr. has joined the Board of Directors.

Mr. Jacoby is the President and CEO of T.C. Jacoby and Co., the leading U.S. independent distributor of bulk dairy products including raw milk, cream, condensed milk, powered milk, butter and cheese. T.C. Jacoby distributes milk products internationally in both Latin America and Europe. “We are honored to add Mr. Jacoby to our expanding board”, said Wade Bradley, EAU’s CEO. “Our goal is to bring on individuals with industry expertise and international presence, Mr. Jacoby brings that much needed depth for our business plan moving forward.”

Mr. Jacoby sits as a Board Member for the U.S. Dairy Export Committee Council. He is currently on the Trade Policy Committee. While being a leader in the dairy world, Mr. Jacoby is very active in numerous other dairy trade organizations. “I am pleased to join EAU’s board”, Mr. Jacoby stated. “EAU has a technology that can greatly impact the dairy industry; I look forward to seeing EAU continue to implement its business plan.” EAU has been actively working in the Dairy industry to introduce its Empowered Water™ technologies throughout the dairy process.

For additional information about Mr. Jacoby’s background and his relationships with the Company, please refer to the Company’s Form 8-K to be filed on this date.

About EAU:

EAU Technologies, Inc. (EAU) is a supplier of Electrolyzed Water Technology (EOW Technology marketed as Empowered Water™) and other complementary technologies with applications in diverse industries. EAU's water-based and non-toxic (at application concentration, the solutions are non-toxic to humans and live animals) EOW Technology may replace many of the traditional methods now used to clean, disinfect, protect and nourish in large industries such as agriculture and food processing. EAU has solutions for existing bacteria, virus and mold proliferation threats. EAU continues to add innovative and efficacious products that offer a systemic approach to pathogen elimination in food processing plants and related industries, thereby producing safer foods and protecting the environment through “Green Chemistry.”

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may include without limitation, our expectations about the growth and the potential for the company. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk associated with successfully developing our business in evolving markets, our need for additional capital, our continuing operating losses, the ability of our management to conduct distribution activities and sell products, possible failure to successfully develop new products, vulnerability to competitors due to lack of patents on our products, and other risk factors listed in our annual report on Form 10-KSB for the year ended December 31, 2006 and our other SEC reports. . Forward-looking statements may be identified by terms such as “may,” “will,”“should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue,” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The company has no obligation to update these forward-looking statements.

Contact:
	EAU Technologies, Inc.
	Joe Stapley
	(678)384-3716
	jstapley@eau-x.com www.eau-x.com

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