UNITED
STATES


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,
  2009





or





 ̈
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934.





000-51807(Commission
      File No.)


EAU
TECHNOLOGIES, INC.


(name
      of small business issuer in its
charter)


Delaware
                  87-0654478(State
      or other jurisdiction of incorporation or
organization)
                  (I.R.S.
      Employer Identification No.)1890 Cobb International Blvd, Suite A, Kennesaw
      Georgia
                  30152(Address
      of principal executive offices)
                  (Zip
      Code)Issuer’s
      telephone number:  (678)
      388-9492





Check whether the issuer (1) 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 mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company. See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):





Large accelerated
      filer ̈
              Accelerated
      filer                     ̈Non-accelerated
      filer ̈
              Smaller
      reporting company  x(Do not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈  No x





As of April 30, 2009, the Registrant
had 19,011,168 shares of Common Stock, $0.0001 par value
outstanding.







EAU
TECHNOLOGIES, INC.


QUARTERLY
REPORT ON FORM 10-Q


March 31,
2009





INDEX





PagePART
      I. FINANCIAL INFORMATIONITEM
      1.
                  Financial
      StatementsBalance
      Sheets – March 31, 2009 and December 31, 2008
                  3Statements
      of Operations – Three months ended March 31, 2009 and 2008
                  5Statement
      of Stockholders’ Equity (Deficit)
                  6Statements
      of Cash Flows – Three months ended March 31, 2009 and 2008
                  7Notes
      to Financial Statements
                  9ITEM
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  15ITEM
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  20ITEM
      4T.
                  Controls
      and Procedures
                  20PART
      II. OTHER INFORMATIONITEM
      1.
                  Legal
      Proceedings
                  21ITEM
      1A.
                  Risk
      Factors
                  22ITEM
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  22ITEM
      3.
                  Defaults
      Upon Senior Securities
                  22ITEM
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  22ITEM
      5.
                  Other
      Information
                  22ITEM
      6.
                  Exhibits
                  22SIGNATURES
                  23


2





PART I -
FINANCIAL INFORMATION





EAU
TECHNOLOGIES, INC.





BALANCE
SHEETS





ASSETS





March
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008(Unaudited)
                        
                        
                        (Audited)CURRENT
      ASSETSCash and cash
      equivalents
                        
                        $
                        190,696
                        
                        
                        $
                        494,612Accounts
      receivable, net
                        
                        
                        14,010
                        
                        
                        
                        8,710Accounts
      receivable – related party, net
                        
                        
                        355,656
                        
                        
                        
                        358,656Accrued
      interest
                        
                        
                        5,625
                        
                        
                        
                        1,875Pre-paid
      expense
                        
                        
                        30,727
                        
                        
                        
                        52,468Note
      receivable, current portion
                        
                        
                        150,000
                        
                        
                        
                        150,000Inventory,
      net
                        
                        
                        2,382,350
                        
                        
                        
                        3,014,503Total current
    assets
                        
                        
                        3,129,064
                        
                        
                        
                        4,080,824PROPERTY
      AND EQUIPMENT, net ofaccumulated depreciation of
      $120,309 and $113,359
                        
                        
                        39,695
                        
                        
                        
                        46,644LEASED EQUIPMENT,
      net ofaccumulated depreciation of
      $40,636 and $15,156
                        
                        
                        908,370
                        
                        
                        
                        200,253OTHER
      ASSETSDeposits
                        
                        
                        10,496
                        
                        
                        
                        10,496Restricted
      cash
                        
                        
                        240,000
                        
                        
                        
                        240,000Intellectual
    property
                        
                        
                        90,503
                        
                        
                        
                        87,561Total other
assets
                        
                        
                        340,999
                        
                        
                        
                        338,057Total assets
                        
                        $
                        4,418,128
                        
                        
                        $
                        4,665,778





See notes
to financial statements.


3


EAU
TECHNOLOGIES, INC.





BALANCE
SHEETS (Continued)


LIABILITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT)


March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Audited)CURRENT
      LIABILITIESAccounts payable
                    
                    $
                    280,264
                    
                    
                    $
                    373,206Accrued expenses
                    
                    
                    704,903
                    
                    
                    
                    658,608Warranty reserve
                    
                    
                    98,473
                    
                    
                    
                    100,000Advance
      deposits on machine orders – related party
                    
                    
                    697,500
                    
                    
                    
                    697,500Current portion of long-term
      debt
                    
                    
                    30,394
                    
                    
                    
                    23,581Senior convertible note payable –
      related party, current portion net
                      of
      discounts of $0 and $76,754
                    
                    
                    3,000,000
                    
                    
                    
                    2,923,246Total current
      liabilities
                    
                    
                    4,811,534
                    
                    
                    
                    4,776,141LONG
      TERM LIABILITIESLong term debt, net of current
      portion
                    
                    
                    32,337
                    
                    
                    
                    39,150Deferred licensing revenue –
      related party
                    
                    
                    291,667
                    
                    
                    
                    341,667Derivative liability – related
      party
                    
                    
                    10,881,760
                    
                    
                    
                    8,621,940Total long term
      liabilities
                    
                    
                    11,205,764
                    
                    
                    
                    9,002,757Total Liabilities
                    
                    
                    16,017,298
                    
                    
                    
                    13,778,898STOCKHOLDERS’
      EQUITY (DEFICIT)Common stock, $.0001 par value;
      50,000,000 shares authorized;
                      18,761,168 and
      18,285,918 issued and outstanding, respectively
                    
                    
                    1,877
                    
                    
                    
                    1,829Additional paid in
      capital
                    
                    
                    40,178,381
                    
                    
                    
                    39,594,894Accumulated
deficit
                    
                    
                    (51,779,428
                    )
                    
                    
                    (48,709,843
                    )Total stockholders’ equity
      (deficit)
                    
                    
                    (11,599,170
                    )
                    
                    
                    (9,113,120
                    )Total liabilities and
      stockholders’ equity (deficit)
                    
                    $
                    4,418,128
                    
                    
                    $
                    4,665,778





See notes
to financial statements.


4


EAU
TECHNOLOGIES, INC.





UNAUDITED
STATEMENTS OF OPERATIONS





Three
      Months EndedMarch 31,2009
                      
                      
                      2008NET
      REVENUES – RELATED PARTY
                      
                      $
                      50,000
                      
                      
                      $
                      50,000NET
      REVENUES
                      
                      
                      104,650
                      
                      
                      
                      45,655TOTAL
      REVENUES
                      
                      
                      154,650
                      
                      
                      
                      95,655COST
      OF GOODS SOLD
                      
                      
                      25,480
                      
                      
                      
                      25,657GROSS
      PROFIT
                      
                      
                      129,170
                      
                      
                      
                      69,998OPERATING
      EXPENSESDepreciation and
      amortization
                      
                      
                      7,024
                      
                      
                      
                      21,324Research and
      development
                      
                      
                      74,067
                      
                      
                      
                      10,402General and
      administrative
                      
                      
                      750,031
                      
                      
                      
                      1,082,383Total operating
      expenses
                      
                      
                      831,122
                      
                      
                      
                      1,114,109LOSS
      BEFORE OTHER INCOME (EXPENSE)
                      
                      
                      (701,952
                      )
                      
                      
                      (1,044,111
                      )OTHER
      INCOME (EXPENSE)Interest
      expense
                      
                      
                      (111,618
                      )
                      
                      
                      (277,145
                      )Interest
      income
                      
                      
                      3,805
                      
                      
                      
                      8,130Gain
      (loss) on derivative liability
                      
                      
                      (2,259,820
                      )
                      
                      
                      85,753Total other income
      (expense)
                      
                      
                      (2,367,633
                      )
                      
                      
                      (183,262
                      )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                      
                      
                      (3,069,585
                      )
                      
                      
                      (1,227,373
                      )PROVISION
      FOR INCOME TAXES
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS
                      
                      $
                      (3,069,585
                      )
                      
                      $
                      (1,227,373
                      )NET
      LOSS PER SHARE
                      
                      $
                      (0.17
                      )
                      
                      $
                      (0.08
                      )WEIGHTED
      AVERAGE OF SHARES OUTSTANDING
                      
                      
                      18,478,696
                      
                      
                      
                      15,254,002





See notes
to financial statements.


5


EAU
TECHNOLOGIES, INC.





UNAUDITED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)





COMMON STOCK
                      
                      
                      ADDITIONALPAID
      IN
                      
                      
                      ACCUMULATEDSHARES
                      
                      
                      AMOUNT
                      
                      
                      CAPITAL
                      
                      
                      DEFICIT
                      
                      
                      TOTALBalance,
      December 31, 2008 (Audited)
                      
                      
                      18,285,918
                      
                      
                      $
                      1,829
                      
                      
                      $
                      39,594,894
                      
                      
                      $
                      (48,709,843
                      )
                      
                      $
                      (9,113,120
                      )Issuance
      of shares for cash of $500,000, or $1.00 per share, to Water Science, a
      related party.
                      
                      
                      500,000
                      
                      
                      
                      50
                      
                      
                      
                      499,950
                      
                      
                      
                      -
                      
                      
                      
                      500,000Issuance
      and vesting of options and warrants for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      83,535
                      
                      
                      
                      -
                      
                      
                      
                      83,535Cancellation
      of shares
                      
                      
                      (24,750
                      )
                      
                      
                      (2
                      )
                      
                      
                      2
                      
                      
                      
                      
                      
                      
                      
                      -Net
      loss for the three months ended March 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,069,585
                      )
                      
                      
                      (3,069,585
                      )Balance,
      March 31, 2009
                      
                      
                      18,761,168
                      
                      
                      $
                      1,877
                      
                      
                      $
                      40,178,381
                      
                      
                      $
                      (51,779,428
                      )
                      
                      $
                      (11,599,170
                      )





See notes
to financial statements.


6


EAU
TECHNOLOGIES, INC.





UNAUDITED
STATEMENTS OF CASH FLOWS





For
      the Three Months
                      Ended
      March 31,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss
                    
                    $
                    (3,069,585
                    )
                    
                    $
                    (1,227,373
                    )Adjustments to reconcile net loss
      to net cash
                      used
      in operating activities:Depreciation
                    
                    
                    32,503
                    
                    
                    
                    21,324Bad
      debt expense
                    
                    
                    -
                    
                    
                    
                    4,100Shares
      issued for services
                    
                    
                    -
                    
                    
                    
                    49,296Warrants
      and options issued for services
                    
                    
                    83,535
                    
                    
                    
                    162,970Discount
      of note payable
                    
                    
                    76,754
                    
                    
                    
                    250,000Loss
      on disposal of assets
                    
                    
                    -
                    
                    
                    
                    -Changes
      in operating assets and liabilities:(Increase) decrease in accounts
      receivable
                    
                    
                    (5,300
                    )
                    
                    
                    38,845(Increase) decrease in accounts
      receivable – related party
                    
                    
                    3,000
                    
                    
                    
                    (3,000
                    )Decrease in pre-paid
      expense
                    
                    
                    21,741
                    
                    
                    
                    6,331(Increase) in accrued
      interest
                    
                    
                    (3,750
                    )
                    
                    
                    -(Increase) decrease in
      inventory
                    
                    
                    (1,977
                    )
                    
                    
                    4,880Increase (decrease) in accounts
      payable
                    
                    
                    (92,942
                    )
                    
                    
                    122,675Increase (decrease) in warranty
      reserve
                    
                    
                    (1,527
                    )
                    
                    
                    (6,000
                    )Increase in accrued
      expenses
                    
                    
                    46,295
                    
                    
                    
                    11,785(Decrease)
      in deferred revenue
                    
                    
                    (50,000
                    )
                    
                    
                    (50,000
                    )Increase
      (decrease) in derivative liability
                    
                    
                    2,259,820
                    
                    
                    
                    (85,753
                    )Net cash used in operating
      activities
                    
                    
                    (701,433
                    )
                    
                    
                    (699,920
                    )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of property and equipment
                    
                    
                    (99,467
                    )
                    
                    
                    -Intellectual
      property disbursements
                    
                    
                    (3,016
                    )
                    
                    
                    (6,340
                    )Net cash (used) provided in
      investing activities
                    
                    
                    (102,483
                    )
                    
                    
                    (6,340
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on notes payable
                    
                    
                    -
                    
                    
                    
                    (4,356
                    )Proceeds
      from issuance of common stock – related party
                    
                    
                    500,000
                    
                    
                    
                    1,500Net cash provided (used) by
      financing activities
                    
                    
                    500,000
                    
                    
                    
                    (2,856
                    )NET
      INCREASE (DECREASE) IN CASH
                    
                    
                    (303,916
                    )
                    
                    
                    (709,116
                    )Cash
      and cash equivalents, beginning of period
                    
                    
                    494,612
                    
                    
                    
                    1,413,744Cash
      and cash equivalents, end of period
                    
                    $
                    190,696
                    
                    
                    $
                    704,628





See
notes to financial statements.


7


EAU
TECHNOLOGIES, INC.





UNAUDITED STATEMENTS OF CASH
FLOWS


(Continued)





Three
      Months EndedMarch
      31,2009
                
                
                2008Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during the period for:Interest
                
                $
                -
                
                
                $
                4,645Income
      Taxes
                
                $
                -
                
                
                $
                -Supplemental
      Disclosures of Non-cash Investing and Financing
Activities:Common
      stock issued for services
                
                $
                -
                
                
                $
                49,296Reclass
      inventory to Property and Equipment
                
                $
                634,130
                
                
                $
                -





See notes
to financial statements.


8


EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
1 – BASIS OF PRESENTATION





The
accompanying condensed financial statements were prepared by the Company without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC).  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations.  In
management’s opinion all necessary adjustments, which consist primarily of
normal recurring adjustments, to the financial statements have been made to
present fairly the financial position and results of operations and cash
flows.  The results of operations for the respective periods presented
are not necessarily indicative of the results for the respective complete
years.  The financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2008




Certain prior period amounts have been
reclassified in the condensed financial statements to conform to current period
presentation.





NOTE
2 – RESTRICTED CASH





In
November 2006 the Company entered into an employment agreement with Wade
Bradley, the Company’s CEO. Pursuant to the agreement the Company deposited
$240,000 with an escrow agent in January 2007. The Company has recognized this
amount as restricted cash on the Company’s financial statements.





NOTE
3 - INVENTORIES





The
composition of inventories is as follows at:





March 31,
                                  2009
                                
                                
                                December 31,
                                  2008Finished goods
                                
                                $
                                1,157,216
                                
                                
                                $
                                1,828,984Raw
      materials
                                
                                
                                1,625,134
                                
                                
                                
                                1,585,519Allowance
      for obsolete inventory
                                
                                
                                (400,000
                                )
                                
                                
                                (400,000
                                )$
                                2,382,350
                                
                                
                                $
                                3,014,503





NOTE
4 – WARRANTY RESERVE





The
Company warrants its products against defects in materials and workmanship for a
period of three years.  The Company reviews the historical experience
of failure rates and estimates the rate of warranty claims that will be made and
has accrued a warranty reserve for these anticipated future warranty
costs.  If actual results differ from the estimates, the Company would
adjust the estimated warranty liability.  Changes in the warranty
reserve for the three months ended March 31, 2009 are as follows:





Warranty
      reserve at beginning of period
                  
                  $
                  100,000Costs
      accrued for additional warranties
                  
                  
                  -Service
      obligations honored
                  
                  
                  (1,527
                  )Warranty
      reserve at end of period
                  
                  $
                  98,473


9




EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
5 - SENIOR CONVERTIBLE DEBT





In
September 2005, the Company entered into a Senior Convertible Note (the “Note”)
with Water Science, a related party, in exchange for $3,000,000. Pursuant to the
debt agreement, the Note accrues interest at the rate of 3% per annum and was
initially due, principal and interest together, on September 16,
2008.  In June 2008, Water Science agreed to extend the maturity date
of the Note to March 16, 2009.  In March 2009, the Company and Water
Science agreed to extend the maturity date to September 16, 2009 and increase
the interest rate to 10%.  No principal or interest payments need to
be paid during the loan period.  In October 2008, as part of a new
financing agreement, the Company amended the Note and changed the conversion
rate from $3.00 per share to $1.00 per share.  The Note may be
converted into 3,000,000 shares of the Company’s $0.0001 par value common stock
prior to the maturity date, and at any time, by the holder at a price per share
equal to $1.00 per share, subject to certain other conversion
adjustments.  The Company granted a security interest in all of the
Company’s assets as collateral for the loan.  In connection with the
issuance of the Note, the Company also granted a three year warrant to purchase
up to two million shares of the Company’s $0.0001 par value common stock with an
exercise price of $2.76 per share.





In May
2007, the Company entered into a termination agreement related to the
cancellation and reissuance of the existing warrants (“Original Warrants”) to
purchase a total of 8.4 million shares of $0.0001 par value common stock of the
Company, at a price of $2.76 per share, held by Water Science.  The
Company granted to Water Science replacement warrants to purchase 8.4 million
shares of common stock at a price of $1.30 per share, with an expiration date of
May 9, 2010.  The Company had a right to require Water Science to
exercise warrants for up to 3,230,769 shares.  During the year ended
2008, the Company required Water Science to exercise all of the options under
the put rights.





The
remaining warrants contain “round down” provisions where the exercise price is
to be adjusted if the Company should issue stock for less than the original
exercise price.  Due to this feature, and pursuant to SEC guidance,
the Company accounts for the warrants and convertible feature as a derivative
liability with changes in fair value being recorded in the income
statement.  As of March 31, 2009 and December 31, 2008, the value of
the derivative liability was $10,881,760 and $8,621,940,
respectively.  The Company recorded a loss of $2,259,820 and a gain of
$85,753 in the change of the derivative liability to fair market value for the
period ended March 31, 2009 and 2008, respectively.





NOTE
6 - RELATED PARTY TRANSACTIONS





Sales to
Affiliates – In September 2005, Water Science, a related party, paid to
the Company $1,000,000 for the exclusive rights to sell our products in South
America and Mexico.  The agreement allows for a pro-rated refund
during the first 5 years under certain circumstances.  The Company
recognizes income from this agreement over the first 5 years of the
agreement.  The Company recognized $200,000 in each of the years ended
December 31, 2008 and 2007.  This agreement also gives Water Science
the rights to purchase machinery from the Company at cost plus 25
percent.  The Company did not have any sales to Water Science during
the three months ended March 31, 2009 or 2008.  The Company has
received and recorded $697,500 in advance deposits from Water Science on machine
orders at March 31, 2009 and 2008.  In connection with the sales of
the machines and products, the Company has recorded approximately $350,156 in
accounts receivable at March 31, 2009.


10




EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
6 – RELATED PARTY TRANSACTIONS – (Continued)





Senior Note
Payable -In September 2005, the Company entered into a Senior
Convertible Note with Water Science in exchange for $3,000,000 (see Note
5).  The Company accounts for the warrants and convertible debt
feature as a derivative liability with changes in fair value being recorded in
the income statement.  The Company recorded a loss of $2,259,820 due
to the change in the fair market value for the three months ended March 31,
2009.  The Company recorded a gain of $85,753 in the change of the
derivative liability to fair market value for the period ended March 31,
2008.





Licensing Fee
–In September 2005, the Company received $1,000,000 in exchange for
providing Water Science exclusive licensing and distribution rights for a
five-year term for a specified market area. The agreement provides termination
rights by Water Sciences and a pro rata refund of the fee. The Company
recognizes the fee on a pro rata basis over the life of the agreement. The
Company recognized $50,000 in each of the three months ended March 31, 2009 and
2008.





Escrow
Arrangement with Chief Executive Officer –In October 2006, the
Company entered into an escrow agreement with the Chief Executive Officer.
Pursuant to the escrow agreement, to secure the Company’s obligation to make the
Severance Payment, the Company is required to deposit, at its election, either
(1) cash in the amount of $240,000 or (2) an irrevocable letter of credit with a
face amount of $240,000, with an agreed upon escrow agent who shall hold such
funds (or letter of credit) in escrow. In January 2007, the Company deposited
$240,000 in cash with an escrow agent.





Advances–
Periodically throughout the year, the Company advances employees cash for
certain reimbursable expenses.  As of March 31, 2009 and 2008, the
Company had advances to employees in the amount of $5,500 and $8,500,
respectively.





Employee Options– In December 2007, the Company granted 480,260 options to various
employees.  The options are for a term of ten (10) years and have an
exercise price of $1.30 per share.  The options vest over a period of
four (4) years.   The options were valued using the Black-Scholes
model with the following assumptions:  risk free rate of 4.64%,
volatility at 87.06% and the stock price at $1.30.  The value of each
warrant is approximately $1.13 per warrant.  The Company recognized
$34,847 in stock option expense related to the options for the three months
ended March 31, 2009.





In
November 2007, the Company granted 530,000 options to Douglas Kindred, in
connection with the appointment of Mr. Kindred as Chief Technology
Officer.  The options are for a term of ten (10) years and have an
exercise price of $1.30 per share.  The options vest over a period of
four (4) years.   The warrants were valued using the
Black-Scholes model with the following assumptions:  risk free rate of
4.28%, volatility at 85.99% and the stock price at $1.01.  The value
of each warrant is approximately $0.85 per warrant.  The Company
recognized $30,503 during the period ended March 31, 2009.





NOTE
7 – CAPITAL STOCK





In
November 2008, Theodore Jacoby, a director of the Company, purchased 100,000
shares of common stock of the Company for $100,000 at a price of $1.00 per
share.





In
October 2008, the Board of Directors approved a transaction with Water Science,
LLC (“WS”), a related party, 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. In
March 2009, the Company and Water Science amended the payment
schedule of the Purchase Agreement.  The purchase of the common stock
will occur in four monthly installments of $250,000 on April 15, 2009, $250,000
on May 15, $250,000 on June 15 and a final installment of $200,000 on July 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 16, 2009. In March 2009, the Company and Water Science
agreed to extend the maturity date to September 16, 2009 and increase the
interest rate to 10%.  WS is controlled by Peter Ullrich, a member of
the Board of Directors of the Company.


11


EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
7 – CAPITAL STOCK –
(Continued)




In
February 2008, the Compensation Committee of the Board of Directors of the
Company granted $30,000 to each board member in the form of 23,077 shares of
restricted stock for each director, effective on February 27, 2008. The
restricted stock will vest ratably over a period of two years from the date of
grant. These grants were made pursuant to the annual directors’ compensation
program approved by the Board in December 2007.  The amount of
compensation was based on recommendations from a non-related human resource
consulting firm.  The Compensation Committee also granted 49,500
shares of restricted stock to various employees, which will vest one year from
the date of grant.





In
January 2008, an officer of the Company exercised 150,000 options for $1,500 or
$0.01 per share.  The options were granted in 2003 for
services.





NOTE
8 – GOING CONCERN





The
Company has incurred significant losses and has had negative cash flows from
operations.  As a result, at March 31, 2009, the Company has had a
high level of equity financing transactions and additional financing will be
required by the Company to fund its future activities and to support its
operations.  We currently do not have sufficient funds to operate our
business without additional funding, although we have limited funding
commitments in place which would allow us to continue our operations for a
limited period.  We expect to receive enough funding from these
commitments to support our operations over the next several months until our
business is mature enough to seek alternative financing to bring the business
plan to maturity. However, we may not receive all the funding that has been
committed.  Management will seek to obtain sufficient funding for its
operations through either debt or equity financing.  However, there is
no assurance that the Company will be able to obtain additional
financing.  Furthermore, there is no assurance that rapid
technological changes, changing customer needs and evolving industry standards
will enable the Company to introduce new products and services on a continual
and timely basis so that profitable operations can be attained.  The
Company’s ability to achieve and maintain profitability and positive cash flows
is dependent upon its ability to achieve positive sales and profit margins and
control operating expenses.





The
Company estimates that it will need approximately $2,000,000 for the upcoming
twelve months to execute our business plan and an additional $3,000,000, plus
interest, in order to satisfy our senior note payable with Water Science, which
becomes due in September 2009, if the note is not converted into common
stock.  Management plans to mitigate its losses in the near term
through the further development and marketing of its trademarks, brand and
product offerings.





Our
auditors have issued their Independent Registered Public Accountants’ Report on
the Company's financial statements for the fiscal year ended December 31, 2008
with an explanatory paragraph regarding the Company's ability to continue as a
going concern. The financial statements have been prepared on a going concern
basis, which contemplates continuity of operations, realization of assets and
satisfaction of liabilities in the ordinary course of business. However, as a
result of recurring operating losses, such realization of assets and
satisfaction of liabilities are subject to uncertainty, which raises substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


12





EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
9 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Stock
Based-Compensation Expense





On
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires
the measurement and recognition of compensation expense for all share-based
payments to employees and directors including employee stock options  and
stock purchases related to the Company’s employee stock option and award plans
based on estimated fair values. SFAS 123(R) supersedes the Company’s previous
accounting under Accounting Principles Board Option No. 25, “Accounting for
Stock Issued to Employees” (“APB25”) for periods beginning in fiscal 2006. In
March 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). The Company has applied
the provisions of SAB 107 in its adoption of SFAS 123(R).





The
Company adopted SFAS 123(R) using the modified prospective transition method,
which requires the application of the accounting standard as of January 1, 2006,
the first day of the Company’s fiscal year 2006. The Company’s financial
statements as of and for the three month period ended March 31, 2008 reflect the
impact of SFAS 123(R). In accordance with the modified prospective transition
method, the Company’s financial statements for the prior year have not been
restated to reflect, and do not include, the impact of SFAS 123(R). Stock-based
compensation expense recognized under SFAS 123(R) for the three month period
ended March 31, 2009 and 2008 was $83,535 and $162,970, respectively, related to
employee stock options issued and vesting during the period.





Basic and
Fully Diluted Loss Per Share





Basic and
Fully Diluted net loss per share is computed using the weighted-average number
of common shares outstanding during the period.




For the Three Months EndedMarch
      31,2009
            
            
            2008Loss
      (numerator)
            
            $
            (3,069,585
            )
            
            $
            (1,227,373
            )Shares
      (denominator)
            
            
            18,478,696
            
            
            
            15,254,002Per
      share amount
            
            $
            (0.17
            )
            
            $
            (0.08
            )





The
Company’s outstanding stock options have been excluded from the basic net loss
per share calculation for the three month period ended March 31, 2009 and 2008,
because they are anti-dilutive.





The
following table is a summary of the status of the warrants and options granted
and outstanding for the three months ended March 31, 2009:


Number
                                  
                                  
                                  Weightedof Options
                                  
                                  
                                  Average Exerciseand Warrants
                                  
                                  
                                  PriceOutstanding
      at beginning of period
                                  
                                  
                                  8,387,867
                                  
                                  
                                  $
                                  1.60Granted
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Forfeited
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Expired
                                  
                                  
                                  (30,210
                                  )
                                  
                                  
                                  5.00Outstanding
      at end of period
                                  
                                  
                                  8,357,657
                                  
                                  
                                  $
                                  1.59


13


EAU
TECHNOLOGIES, INC.





CONDENSED
NOTES TO UNAUDITED FINANCIAL STATEMENTS





NOTE
9 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued





A summary
of the status of the warrants outstanding at March 31, 2009 is presented
below:





Warrants Outstanding
                                                      
                                                      
                                                      Warrants ExercisableRange of
                                                      
                                                      
                                                      
                                                      Weighted-Average
                                                      
                                                      Weighted-Average
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      Weighted-AverageExercise
                                                      
                                                      Number
                                                      
                                                      Remaining
                                                      
                                                      Exercise
                                                      
                                                      
                                                      Number
                                                      
                                                      
                                                      ExercisePrices
                                                      
                                                      Outstanding
                                                      
                                                      Contractual Life
                                                      
                                                      Price
                                                      
                                                      
                                                      Exercisable
                                                      
                                                      
                                                      Price$.01-.50
                                                      
                                                      
                                                      310,000
                                                      
                                                      0.9
      years
                                                      
                                                      $
                                                      0.04
                                                      
                                                      
                                                      
                                                      310,000
                                                      
                                                      
                                                      $
                                                      0.041.00-1.99
                                                      
                                                      
                                                      6,724,491
                                                      
                                                      2.3
      years
                                                      
                                                      
                                                      1.30
                                                      
                                                      
                                                      
                                                      5,766,796
                                                      
                                                      
                                                      
                                                      1.302.00-2.99
                                                      
                                                      
                                                      720,000
                                                      
                                                      5.4
      years
                                                      
                                                      
                                                      2.56
                                                      
                                                      
                                                      
                                                      720,000
                                                      
                                                      
                                                      
                                                      2.563.00-3.99
                                                      
                                                      
                                                      115,000
                                                      
                                                      5.8
      years
                                                      
                                                      
                                                      3.46
                                                      
                                                      
                                                      
                                                      115,000
                                                      
                                                      
                                                      
                                                      3.464.00-4.99
                                                      
                                                      
                                                      255,000
                                                      
                                                      0.5
      years
                                                      
                                                      
                                                      4.00
                                                      
                                                      
                                                      
                                                      255,000
                                                      
                                                      
                                                      
                                                      4.005.00-5.50
                                                      
                                                      
                                                      233,166
                                                      
                                                      0.8
      years
                                                      
                                                      
                                                      5.17
                                                      
                                                      
                                                      
                                                      233,166
                                                      
                                                      
                                                      
                                                      5.17$.01-5.50
                                                      
                                                      
                                                      8,357,657
                                                      
                                                      2.5
      years
                                                      
                                                      $
                                                      1.59
                                                      
                                                      
                                                      
                                                      7,399,962
                                                      
                                                      
                                                      $
                                                      1.62





The fair
value of each warrant granted is estimated on the date granted using the
Black-Scholes pricing model, with the following assumptions for warrants issued
in 2007: risk-free interest rate of between 4.6% and 4.99%, expected dividend
yield of zero, expected lives of 3 and 5 years and expected volatility of
between 59.76% and 89.54%.  No options were granted in 2008 or
2009.


14


Item
2.   Management's Discussion and
Analysis of
Financial Condition and Results of Operations





The
following discussion and analysis provides information, which management
believes is relevant to an assessment and understanding of the Company’s
condensed results of operations and financial condition. The discussion should
be read in conjunction with the financial statements included in our annual
report on Form 10-K, and notes thereto.





Overview


EAU
TECHNOLOGIES, INC., previously known as Electric Aquagenics Unlimited, Inc.
(referred to herein sometimes as “EAU,”  “we,” “us,” or the
“Company”), is in the business of developing, manufacturing and marketing
equipment that uses water electrolysis to create non-toxic cleaning and
disinfecting fluids. These fluids have various commercial applications and may
be used in commercial food processing and organic or non-organic agricultural
products that clean, disinfect, remediate, hydrate and moisturize. The processes
for which these fluids may be used are referred to in this Report (the “Report”)
as the “EW Technology.”  For example, we believe that our food and
agricultural treatment products potentially may be used to systemically treat
all facets and phases of the food chain, from soil to animal feed to meat
processing, by eliminating dangerous and unhealthy pathogens from the food chain
with organically based and highly effective solutions. We make the claim that
our products are “non-toxic”. We can do this because at the levels we employ our
technology, our studies both internal as well as through third parties show no
toxicity.  Further studies are in progress to make more specific
claims.  At the levels employed, the fluids and products are
environmentally safe and non-toxic and do not contain or leave harmful residues
associated with chemical-based supplements or disinfecting and cleaning agents.
The electrolyzed water fluids created by the EW Technology (referred to herein
sometimes as the “EW Fluids” or “Empowered WaterTM”)
generated by our specialized equipment can be used in place of many of the
traditional products used in commercial, industrial and residential disinfecting
and cleaning.





Our focus
is on our three core competencies which are, producing high volumes of
electrolyzed water, controlling the properties of the water and using our
application knowledge.  Because of our ability to produce high volumes
of water and control the water properties, our target market is in commercial
applications where we believe we can add value by generating measurable
productivity and efficiency gains.  We will continue to use a
disciplined stage gate development process that drives ideas to commercial test
installations that turn into revenues.  Once we have developed an
application we will attempt to find a strategic partner that would be able to
assist us with a large scale commercial roll-out of the
technology.  Our goal is to generate streams of revenues through
pricing contracts that let us participate in the on-going added
value.





We have
identified the following industries for early stage sales and marketing focus:
1) dairy production and processing, 2) meat and poultry processing, 3) clean in
place (“CIP”) for food and beverage processing and 4) agricultural grow-out
and processing (“Primary Markets”).  As of the date of this Report,
the Company was focused on these markets because we believe that for each of
these markets we have a competitive advantage, a leading strategic industry
partner, or we can provide an attractive value-added proposition.  To
penetrate these markets, EAU is conducting trials and completing commercial
installations that will lead to partnerships with industry leaders who can
assist in rolling the technology out on a large scale.





Dairy Cattle.The
Company commenced hydration and production tests on dairy cattle in
2006.  Initial results indicate an increase in milk production and
milk fat while maintaining the protein content.  In August 2008, we
reached an agreement with a dairy located in Georgia to begin paying for the use
of our equipment.    During the first quarter of 2009, the
Company installed a second unit at the dairy located in Georgia to provide our
fluids to all of the cows on the dairy.  EAU is currently receiving
minimal revenues from three separate dairies in a commercial
capacity.  We will continue to do more clinical research and field
testing in the dairy market.





Poultry.In
2005, we began testing of our EW Technology and EW Fluids (the “EW System”) in Tyson Food’s
Shelbyville, Tennessee, poultry processing plant. In March, 2006, our EW System
trial was completed. The trial yielded significant results in
killing salmonella on the processed poultry. Independent testing analysis
conducted by ABC Research, Inc., in Gainesville, Florida, revealed
pre-chill microbial reduction was significantly below the Food Safety Inspection
Service (the enforcement arm of the USDA; “FSIS”) allowable
limit.


15





From
these results we successfully completed Phase I of our USDA Online Reprocessing
(“OLR”) Certification. The EAU Technologies OLR intervention also tested well
showing a statistically significant difference between control and test
groups.  EAU is currently having results obtained from its
installation in upstate New York statistically analyzed for OLR Certification to
the USDA. On April 29th, 2009,
EAU received a letter of “no objection” from the USDA for our installation at
Fieldale Farms to be our Phase II facility. Assuming that we are able to
duplicate earlier results, which is not guaranteed, we expect to receive
approval for full commercialization of Empowered WaterTM as an OLR option. With
this approval there will be no limitations to leasing our technology as an OLR
agent.





The
Company has experienced some sales resistance from the multiple industries
including the poultry industry, because operators did not have sufficient
incentives to invest in new technologies to improve the safety and cleanliness
of food products. In
February 2008, a regulatory change occurred that may increase those
incentives.  The Food Safety Inspection Service (“FSIS”), a division
of the USDA, sets the public heath performance standards for all raw and
processed meat, poultry and egg processing standard for the United
States.  The FSIS has implemented a process called the “Public Health
Risk Based Inspection” platform to regulate these industries based on the
relative risk a processing facility imposes to the human health
index.  The new system allows the FSIS to allocate and prioritize its
resources at processing plants based on the risk each plant presents. The new
categorization platform lists processors in three categories, Category 1: 10%
positive and below; Category 2: 10%-20% positive for Salmonella and other
pathogens; Category 3: 20%-22% positive for Salmonella and other pathogens. For
processors with strong processes and intervention systems meeting the Category 1
criteria, there would be far less FSIS inspectors on site, thus reducing the
cost incurred by the plant. We believe that with the success that we have
achieved in field trials and commercial installations, in conjunction with the
new FSIS policies and regulations, will make EAU’s products appealing to the
industry. While it will take time for the poultry industry to fall into
compliance with this new rating system, EAU now has a tangible reason for
poultry plants to seriously consider our EW technology for its pathogen
remediation process.





In July
2008, we installed our pathogen remediation equipment on a test basis at a
poultry processor in upstate New York and we were able to gather the necessary
data for OLR certification. In 2008, EAU signed an agreement with Fieldale
Farms, a large poultry producer in northern Georgia, to install our equipment at
their facility.  We have completed the installation of our system and
have shown positive results.  We began receiving revenues of
approximately $27,500 per month from this facility in February
2009.  On April
29th, 2009, EAU received a letter of “no
objection” from the USDA for our installation at Fieldale Farms to be our Phase
II facility.We anticipate that it will
be several months before we will have the OLR testing complete.





Clean-in-Place.In
the third quarter of 2008 we installed our equipment to test a clean-in-place
(CIP) application.  This test is currently under way with a major
international beverage bottling company. There are three stages of this trial
that are ongoing simultaneously: 1) Syrup tanks; 2) Bag in box; 3) Bottling. The
purpose of the trial is to identify whether EAU’s non-toxic ambient temperature
Empowered Waters can replace current 3-5 step CIP processes. In order to become
an approved technology as well as an approved vendor for this bottling company,
EAU will have to continue to show good antimicrobial efficacy, water savings,
and improved CIP efficiency. This installation does not generate any
revenues.  We expect it will be several months before results of all
phases of the tests are completed. The customer is not obligated to any
payments, and a final agreement would need to be negotiated.





We have
obtained patent protection on three separate uses of electrolyzed fluids
(cleaning and disinfecting eggs, carpet cleaning and mold
remediation).  Those uses are how the fluids are used and how they are
stabilized for use in different applications. Additionally, we have a patent
pending on the electrolysis equipment and several provisional patent pending
applications filed to protect new processes and products, as described
herein.


16





Our
operations are currently funded by a combination of revenues and capital
funding.





Financial Position and
Results of Operations





The
following discussion should be read in conjunction with selected financial data
and the financial statements and notes to financial statements.





Financial
Position





The
Company had $190,696 in cash as of March 31, 2009, compared to $494,612 at
December 31, 2008.  We also had $240,000 in restricted cash related to
an escrow agreement.  The Company has received and recorded $697,500
in advance deposits from Water Science on machine orders at March 31,
2009.  This will be reduced as the Company delivers machines on order
to Water Science, a related party.  Water Science, who has exclusive
rights to sell our products in Central and South America, is also an affiliate
of the Company, and by agreement may purchase machinery from us at cost plus 25
percent.  Long term debt decreased
slightly from $39,150 at December 31, 2008 to $32,337 at March 31,
2009.  At March 31, 2009, our stockholders’ deficit was
$11,581,703.





Results of
Operationsfor
the Three months ended March 31, 2009 and 2008





Revenues
and Net Income





The
Company had total revenues of $154,650 for the three months ended March 31,
2009, which represents an increase of 62% from the $95,655 in total revenues for
the same period one year earlier.  The increase is due to the
increased fees the Company is collecting on its leased systems and maintenance
fees from previously sold machines.  In an effort to streamline our
corporate focus and our business plan, the Company is no longer marketing
products that are not directly related to its core competencies, which is the
development of Empowered WaterTM technologies.





Net loss
from continuing operations for the three months ended March 31, 2009 was
$3,069,585, or a loss of $0.17 per share, compared with a net loss from
continuing operations of $1,227,373, or $0.08 per share for the same period in
2008.  The majority of the increased net loss is due to the recording
of the derivative liability to fair market value, which is based on calculating
the Black Scholes value for the liability.  For the three months ended
March 31, 2009, primarily due to the volatility of the underlying stock, the
Company recognized a loss of $2,259,820 as compared to a gain of $85,753 for the
three months ended March 31, 2008.  Excluding the loss on the
derivative liability the Company had a net loss of $809,765, or $0.04 per
share.  The current quarter net loss includes $111,618 in interest
expense, compared to $277,145 in 2008.  This is due to interest
expense related to the senior note payable entered into in September
2005.  During the current quarter the notes discount was fully
expensed.





General
and Administrative Expenses





The
Company’s general and administrative expenses totaled $750,031 during the three
months ended March 31, 2009, compared to $1,082,383 during the three months
ended March 31, 2008, for a decrease of $332,352, or 31%.  General and
administrative expense for 2009 consists primarily of payroll and other
compensation expense ($307,583), legal and professional fees ($116,558), expense
related to granting of stock and options ($83,535) and insurance expenses
($95,611).





Research
and Development





Research
and development expenses incurred during the three month period ended March 31,
2009 increased $63,665, from $10,402 in 2008 to $74,067 in
2009.  While the Company will continue to conduct research to improve
its products and their performance, it believes it has developed proven products
that have commercial value in its targeted markets.


17


Liquidity and Capital
Resources




The
Company had $190,696 in cash as of March 31, 2009, compared to $494,612 at
December 31, 2008.  We have had continuing operating losses of
$3,069,585 for the three months ended March 31, 2009, compared with operating
losses of $1,227,373 for the three months ended March 31, 2008.  The
net loss per share for the first quarter of 2009 was $0.17 compared to a loss of
$0.08 per share for the same period in 2008.  The majority of the
decrease is attributable to the recording of the derivative liability to fair
market value as described above.





Net cash
used in operating activities in the three month period ended March 31, 2009 was
$701,433, a 1% increase, compared to $699,920 for the same period in 2008.The
majority of the change is due to the cash used to decrease accounts payable of
$92,942 and decrease accrued expenses of $46,295.  For the three
months ended March 31, 2008, the Company had increased accounts payable of
$122,675 and slightly decreased inventories of $4,880.





At March
31, 2009, the Company’s net inventory was $2,382,350, representing a decrease of
approximately $632,000, or 4% from the $3,014,503 on hand at December 31,
2008.  The Company is in multiple tests of our equipment and has
included the machines in inventory until they are sold and begin producing
revenues.  During the first quarter we completed the installation of a
system and have removed the system from inventory and have included it in
property and equipment during 2009 pursuant to lease agreements.





The
operating outflow of cash was reduced by the Company issuing warrants and stock
options in lieu of cash during the quarter of $83,535.  The Company
recognized a non-cash increase from the discounting of the Company’s note
payable to Water Science, LLC of $76,754.  (See Note 5 to the
Company’s financial statements.)  Further, the Company recognized a
non-cash increase in the derivative liability of $2,259,820, due to changes in
the Black-Scholes value of the liability.





The
Company used $102,483 in cash flows from investing activities during the period
ended March 31, 2009 as compared to $6,340 used in the same period in
2008.  The cash flows from investing activities consisted of
expenditures made for purchase of equipment ($99,467) and expense related to
intellectual property ($3,016).





Cash
flows from financing activities provided the Company $500,000 for the period
ended March 31, 2009 compared with $2,856 used by the Company during the same
period in 2008.  The Company received proceeds of $500,000 from the
issuance of stock during the three months ended March 31, 2009.





We
currently do not have sufficient funds to operate our business without
additional funding, although we have limited funding commitments in place which
would allow us to continue our operations for a limited period.  We
expect to receive enough to support our operations through August 2009. However,
we may not receive all the funding that has been committed and we do not have
any other commitments in place to fund any future capital expenditures. Our
working capital requirements for the foreseeable future will vary based upon a
number of factors, including, our timing in the implementation of our business
plan, our growth rate and the level of our revenues.  Our current
assets, along with cash generated from anticipated revenues, will not provide us
with sufficient funding for the next twelve months.  Our senior
convertible note payable with Water Science, which was extended in March 2009,
will become due in September 2009, which will require cash of $3,000,000, plus
interest, in order to satisfy the debt, if the note is not converted into common
stock.  We anticipate that we may need an additional $2,000,000 or
more in future funding to execute our business plan over the next twelve months.
Moreover, if we able to expand our sale of EW machines as anticipated, we may
need significant additional working capital to fund that
expansion.  We do not have arrangements in place to provide us with
this funding or any additional funding. In light of these circumstances, the
ability of the Company to continue as a going concern is in substantial
doubt.


18


Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Critical Accounting
Policies





The
preparation of financial statements and related disclosures in conformity with
U.S. generally accepted accounting principles and our discussion and analysis of
our financial condition and results of operations require us to make judgments,
assumptions and estimates that affect the amounts reported in our financial
statements and accompanying notes.  Note 1 of the notes to consolidated
financial statements in Part II, Item 7 of the Company’s Annual Report on
Form 10-K, dated December 31, 2008, describes the significant accounting
policies and methods used in preparation of our consolidated financial
statements.  We base our estimates on historical experience, current
trends, future projections, and on various other assumptions we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities. 
Actual results may differ from these estimates.  There were no
material changes in our judgments or estimates during the first quarter of
2009.




Recent Accounting
Pronouncements





In
March 2008, the Financial Accounting Standards Board (FASB) issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes
the disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about how and why an
entity uses derivative instruments, how the instruments are accounted for under
SFAS No. 133 and its related interpretations, and how the instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. The guidance in SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 (fiscal year 2009 for the Company). The Company is
currently evaluating the potential impact of the adoption of SFAS No. 161
on its disclosures in the Company's financial statements.





In May of
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”This
statement will require no changes in the Company’s financial reporting
practices.





In May of
2008 the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, “Accounting for Financial Guarantee
Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting
by Insurance Enterprises”.This statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation.  This statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts.  This
statement is effective for fiscal years beginning after December 15, 2008.
 This statement has no effect on the Company’s financial reporting at this
time.





In April
2009, the FASB issued Staff Position ("FSP") FAS 157-4, "Determining Fair Value When the
Volume or Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS
157-4"). FSP FAS 157-4 provides additional guidance for estimating fair value in
accordance with SFAS No. 157 when the volume and level of activity for the asset
or liability have significantly decreased and requires that companies provide
interim and annual disclosures of the inputs and valuation technique(s) used to
measure fair value. FSP FAS 157-4 is effective for interim and annual reporting
periods ending after June 15, 2009 and is to be applied prospectively. We do not
expect the adoption of FSP FAS 157-4 to have a significant impact on our
financial statements.


19


In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of
Other-Than-Temporary Impairments." FSP FAS 115-2 and FAS 124-2 amends the
other-than-temporary impairment guidance to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. FSP FAS 115-2 and FAS 124-2 is effective for interim
and annual reporting periods ending after June 15, 2009. We do not expect the
adoption of FSP FAS 115-2 and FAS 124-2 to have a significant impact on our
financial statements.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value
of Financial Instruments." FSP FAS 107-1 and APB 28-1 requires
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial statements.
FSP FAS 107-1 and APB 28-1 is effective for interim and annual reporting periods
ending after June 15, 2009. The adoption of FSP 107-1 and APB 28-1 will have no
impact on our financial statements.





Inflation





We do not
expect the impact of inflation on operations to be significant.





Precious
Metals





Raw
materials used by the Company in the EW Machines include a number of precious
metals and minerals.   Prices of these materials can be volatile
and the Company has no fixed price contracts or arrangements.  The
Company ordinarily does not attempt to hedge the price risk of its raw
materials.  Commercial deposits of certain metals that are required
for the alloys used in the EW Machines are found in only a few parts of the
world, and for certain materials only single sources are readily
available.  The  availability and prices of these
metals  and  other   materials   may  be   influenced  by  private
or governmental cartels, changes in world politics,  unstable
governments in exporting
nations,  production  interruptions,  inflation
and other factors.   Although the Company has not experienced
significant shortages of its supplies and raw materials, there can be no
assurance that such shortages will not occur in the future.  Any such
shortages or prices fluctuations could have a material adverse effect on the
Company.





Forward-Looking
Statements





All
forward-looking statements contained herein are deemed by the Company to be
covered by and to qualify for the safe harbor protection provided by the Private
Securities Litigation Reform Act of 1995. Prospective shareholders should
understand that several factors govern whether any forward-looking statement
contained herein will be or can be achieved.  Any one of those factors
could cause actual results to differ materially from those projected
herein.  Forward-looking statements, which
involve assumptions and describe our future plans, strategies and expectations,
are generally identifiable by use of the words “may,” “will,” “should,”
“expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the
negative of these words or other variations on these words or comparable
terminology.These forward-looking
statements include our expectations regarding working capital requirements and
future funding, our expectations
regarding our internal controls,expectations regarding funding
commitments,our expectations regarding reductions
in deposits from Water Science,future inventory levels,future test results,and plans
and objectives of management for future operations, including plans and
objectives relating to the products and the future economic performance of the
Company.  Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions, future business decisions, and the time and money required to
successfully complete development projects, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of those
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in any of the forward-looking statements contained
herein will be realized.  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, 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
risk factors listed in our annual report on Form 10-K for the year ended
December 31, 2008 and our other SEC reports. Based on actual experience and
business development, the Company may alter its marketing, capital expenditure
plans or other budgets, which may in turn affect the results of operations. In
light of the significant uncertainties inherent in the forward-looking
statements included therein, the inclusion of any such statement should not be
regarded as a representation by the Company or any other person that the
objectives or plans will be achieved.


20


Item
3.   Quantitative and Qualitative
Disclosures About Market Risk





A smaller reporting company is not
required to provide the information required by this Item.





Item
4T.   Controls and
Procedures





Disclosure Controls and
Procedures





The
Company has evaluated, with the participation of the Company’s principal
executive and principal financial officers, the effectiveness of the issuer’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2009,
pursuant to Exchange Act Rule 15d-15.  Based upon that evaluation, the
principal executive and financial officers concluded that the Company’s
disclosure controls and procedures were effective at the reasonable assurance
level.





A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.  The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.  Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been or will be detected.  These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdown can occur because of simple error or
mistake.





Changes to Internal Control Over
Financial Reporting





There
have been no significant changes in our internal control over financial
reporting that occurred during our most recently completed fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting, or other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation.





PART
II – OTHER INFORMATION





Item
1.    Legal Proceedings





None


21





Item
1A. Risk Factors





As a
smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), we are not required to provide the
information required by this item.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





None





Item
3. Defaults Upon Senior Securities





None





Item
4. Submission of Matters to a Vote of Security Holders





There
were no matters submitted to a vote of stockholders during the first quarter of
2009.





Item
5. Other Information





None





Item
6. Exhibits





EXHIBIT NO.
                    
                    DESCRIPTION OF EXHIBIT3(i).1
                    
                    Certificate
      of Incorporation (Incorporated by reference from registration statement on
      Form SB-1 filed with the SEC on July 29, 2002 (File No. 333-86830)3(i).2
                    
                    Certificate
      of Amendment of Certificate of Incorporation (Incorporated by reference
      from registration statement on Form SB-1 filed with the Securities and
      Exchange Commission on July 29, 2002 (File No. 333-86830)3(i).3
                    
                    Certificate
      of Amendment of Certificate of Incorporation (Incorporated by reference
      from current report on Form 8-K filed with the Securities and Exchange
      Commission on January 17, 2007)3(ii).1
                    
                    Amended
      and Bylaws (Incorporated by reference from registration statement on
      current report on Form 8-K filed with the Securities and Exchange
      Commission on September 12, 2007)10.1
                    
                    First
      Amendment to Second Amended and Restated Senior Secured Convertible
      Promissory Note signed March 24, 2009 between the Company and Water
      Science LLC. (Incorporated by reference to Exhibit 10.30 of the Company's
      Form 10-K dated March 30, 2009.)10.2
                    
                    First
      Amendment to Stock Purchase Agreement dated March 25, 2009 between the
      Company and Water Science LLC. (Incorporated by reference to Exhibit 10.31
      of the Company's Form 10-K dated March 30, 2009.)31.1
                    
                    Certification
      by Wade R. Bradley under Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                    
                    Certification
      by Brian D. Heinhold under Section 302 of the Sarbanes-Oxley Act
      of 2002.32.1
                    
                    Certification
      of Wade R. Bradley pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
                    
                    Certification
      of Brian D. Heinhold pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


22





SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant cause this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Dated:
May 14, 2009




EAU TECHNOLOGIES, INC.By:
                                    /s/
      Wade R. BradleyWade
      R. BradleyChief
      Executive Officer(Principal
      Executive Officer)By:
                                    /s/
      Brian D. HeinholdBrian
      D. HeinholdChief
      Financial Officer(Principal
      Financial Officer)