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): June 19, 2008

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.)

Suite A, 1890 Cobb International Blvd., Kennesaw, GA 30152

(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (678) 388-9492

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 7 - Regulation FD.

Item 7.01 Regulation FD Disclosure.

On June 19, 2008, EAU Technologies, Inc. (the “Company”) announced that an analysts’ report, dated June 10, 2008 (the “Report”) has been issued by Catalyst Financial Resources, LLC (“Catalyst”). See Exhibit 99.1. The Company expects to provide the Report to various members of the financial and investment community from time to time, and may cause the Report to be posted on the Company’s corporate website. As disclosed in the Report, the Company has agreed to pay a fee to Catalyst in consideration for its preparation of the report. The Company issued a press release announcing the issuance of the Report. See Exhibit 99.2.

Although the Company has reviewed the Report and provided some comments on it to Catalyst, the Company cannot give any assurances on the accuracy of all of the information contained in the Report. Furthermore, the financial projections contained in the Report were prepared by Catalyst based upon Catalyst’s analysis, and the Company has declined to make any comment on the projections.

The information in this Form 8-K and Exhibits 99.1 and 99.2 hereto is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of the section, is not subject to the requirements of Item 10 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“SEC”), nor shall it be deemed incorporated by reference in any registration or other filing with the SEC under the Exchange Act or the Securities Act of 1933, regardless of any statement contained in such a filing.

Forward-Looking Statements

The projections contained in this Form 8-K and Exhibits 99.1 and 99.2 hereto, as well as any statements 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, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These projections and statements are not guarantees of future performance, but are based upon certain assumptions, including assumptions regarding the Company’s future financial position and liquidity; the Company’s ability to expand its business; and the anticipated success of the Company’s new products. These projections, statements and assumptions have been made by Catalyst and are not made by the Company. The projections and other forward-looking statements, and underlying assumptions, are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from the results anticipated, including the risk that Catalyst is incorrect in its assumptions and conclusions regarding the Company and risks affecting the Company’s business. Business risks that could affect the Company’s future performance include risks 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 risks generally applicable to the Company’s business. For a discussion of other risk factors that may impact the Company’s business, please see the risk factors set forth in the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 14, 2008. The Company expressly disclaims any obligation or duty to update or modify the projections provided above.

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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
99.1	Copy of Report by Catalyst Financial Resources, LLC, dated June 10, 2008
99.2	Press Release dated June 19, 2008

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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.

Dated: June 19, 2008	EAU TECHNOLOGIES, INC.
	By:	/s/ Brian D. Heinhold
		Brian D. Heinhold
		Chief Financial Officer

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EX-99.1

EX-99.2

For Immediate Release

Contacts:

Joe Stapley	Sharon Kraun
EAU Technologies	Cohn, Overstreet & Parrish
678.384.3716	404.961.2242

 

EAU Technologies Announces the Release of Report by Catalyst Financial Resources

ATLANTA (June 19, 2008) - EAU Technologies, a leading provider of Electrolyzed Water - EMPOWERED WATER^TM - for high-volume, business-to-business applications, today announced that an analyst’s report dated June 10, 2008 has been issued by Catalyst Financial Resources. Catalyst Financial Resources assists small-cap companies in gaining recognition in the financial marketplace.

EAU Technologies manufactures Empowered Water™ generators that employ electrolysis to produce high volumes of electrolyzed oxidative and reductive water for business to business applications. The generators use a unique combination of cell technology, salt and electricity to alter the molecular structure of water to create a non-toxic oxidized antimicrobial solution capable of killing many pathogens in less than a minute, while also creating an alkaline solution capable of replacing caustic cleaners and soaps without toxicity.

About EAU:

EAU Technologies, Inc. (EAU) is a supplier of Electrolyzed Water Technology (EW Technology marketed as Empowered Water™) and other complementary technologies with applications in diverse industries. EAU’s water-based and non-toxic solutions (at application concentration, the solutions are non-toxic to humans and live animals) may replace many of the traditional methods now used to clean, disinfect 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 while protecting the environment through “Green Technology.” EAU has developed patent pending systems that are being used on dairies to process drinking water for dairy herds. Studies and trials are showing promising results at improving animal digestion which shows signs of improved animal health and production. EAU uses terms like “green”, “natural”, “non-toxic” and “organic” based on our NAMSA studies that show no toxicity or cytotoxicity at levels as high as 70 ppm of HOCl. EAU uses only water, food grade electrolytes and electricity to create all of its solutions. The active ingredients in the solutions EAU creates through electrolysis are GRAS (generally regarded as safe) approved. Please visit our website and sign up to be emailed our press releases and public announcements. www.eau-x.com

“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, and Mr. Bradley’s abilities to lead the company in that growth. 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, 2007 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.

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