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): October 10, 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 1 - Registrant’s Business and Operations

Item 1.01Entry into a Material Definitive Agreement

On October 10, 2008, the Board of Directors of EAU Technologies, Inc. (the “Company”) approved a transaction with Water Science, LLC (“WS”), a shareholder of the Company, pursuant to (1) a Stock Purchase Agreement (the “Purchase Agreement”) and (2) a Second Amended and Restated Senior Secured Convertible Promissory Note (the “Second Amended Convertible Note”). The Purchase Agreement provides for the purchase of 2.5 million shares of common stock of the Company at a price of $1.00 per share and the amendment of the original Amended and Restated Senior Secured Convertible Promissory Note dated as of May 8, 2008, to change the conversion rate from $3.00 per share to $1.00 per share, as reflected in the Second Amended Convertible Note. The purchase of the common stock will occur in six monthly installments of $350,000 beginning October 14, 2008 plus a final installment of $400,000 on April 15, 2009. If WS defaults on its obligation to purchase the stock under the Purchase Agreement, then the conversion price reverts back to $3.00 per share. The Second Amended Convertible Note includes an interest rate of 3% and a maturity date of March 9, 2009. WS is controlled by Peter Ullrich, a member of the Board of Directors of the Company.

A copy of the Purchase Agreement is filed herewith as Exhibit 10.1; and the Second Amended Convertible Note is filed herewith as Exhibit 10.2; both are incorporated herein by this reference.

Section 3 - Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities.

See Item 1.01 above. Under the Purchase Agreement, WS agreed to purchase 2.5 million shares of common stock of the Company at a price of $1.00 per share. Under the Second Amended Convertible Note, WS has the option to convert the outstanding balance into shares of common stock at the price of $1.00 per share. The sale of the above referenced securities was exempt from registration with the Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

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

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(d)Exhibits.

Exhibit Number	Description
10.1	Stock Purchase Agreement dated as of October 6, 2008 between the Company and Water Sciences LLC
10.2	Second Amended and Restated Senior Secured Convertible Promissory Note dated as of October 6, 2008 between the Company and Water Sciences LLC

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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: October 17, 2008	EAU TECHNOLOGIES, INC.
	By: /s/ Brian D. Heinhold
	Brian D. Heinhold
	Chief Financial Officer

EX-10.1

EX-10.2

   v129144_ex10-2 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing