EYII.OB

[422fwhp]

NEWS:

http://biz.yahoo.com/e/060501/eyii.ob8-k.html

Form 8-K for EYI INDUSTRIES INC.


--------------------------------------------------------------------------------

1-May-2006

Entry into a Material Definitive Agreement, Financial Statements and Exhibits



Item 1.01. Entry into Material Definitive Agreements.

Convertible Debentures
On April 24, 2006 EYI Industries, Inc. (the "Company") entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement") with the Buyers set forth on Schedule I attached thereto (collectively the "Buyers" and together with the Company, the "Parties"). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall purchase from the Company, convertible debentures (collectively, the "Debentures") in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000), plus accrued interest, which are convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at the Buyers discretion. Of this aggregate amount, (a) One Million Five Hundred Thousand Dollars ($1,500,000) is to be paid five days after April 24, 2006, (b) One Million Five Hundred Thousand Dollars ($1,500,000) shall be funded two (2) business days prior to the date a registration statement ("Registration Statement") is filed with the U.S. Securities and Exchange Commission ("SEC") and (c) One Million Five Hundred Thousand Dollars ($1,500,000) shall be funded two (2) business days prior to the date that such Registration Statement is declared effective by the SEC.

The Debentures mature on April 24, 2009, accrue interest at an annual rate of ten percent (10%) and shall be convertible into shares of the Company's common stock at the option of the holder, in whole or in part at any time and from time to time, at a conversion price equal to (a) $0.06 or (b) eighty percent (80%) of the lowest Volume Weighted Average Price of the Company's common stock during the five (5) trading days immediately preceding the date of conversion as quoted by Bloomberg, LP (each term not otherwise defined herein shall have those meanings set forth in the Debentures).

Contemporaneously with the execution and delivery of the Securities Purchase Agreement, the Company executed an registration rights agreement (the "Investor Registration Rights Agreement") pursuant to which the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and other applicable state securities laws, to the Investors set forth on Schedule I attached thereto. The Parties have also executed a Security Agreement (the "Security Agreement") pursuant to which the Company has agreed to provide to the Buyers a security interest in Pledged Collateral (as such term is defined in the Security Agreement) to secure the Company's obligations under the Debentures, the Securities Purchase Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as such term is defined in the Securities Purchase Agreement), the Security Agreement, or any other obligations of the Company to the Buyer.


Warrants
In Connection with the Securities Purchase Agreement and Debentures set forth in Item 1.01 herein above, on April 24, 2006 the Company issued to Cornell Capital Partners, LP ("Cornell") seventeen (17) warrants to purchase up to an aggregate 124,062,678 shares of the Company's common stock at the discretion of Cornell (collectively, the "Warrants") each for good and valuable consideration. Cornell is entitled to purchase from the Company: (1) 10,416,650 shares of the Company's common stock at $0.02 per share, (b) 10,416,650 shares of the Company's common stock at $0.03 per share, (2) 13,888,866 shares of the Company's common stock at $0.04 per share, (3) 10,416,650 shares of the Company's common stock at $0.05 per share, (4) 8,333,320 shares of the Company's common stock at $0.06 per share, (5) 6,944,433 shares of the Company's common stock at $0.07 per share, (6) 5,952,371 shares of the Company's common stock at $0.08 per share, (7) 11,250,000 shares of the Company's common stock at $0.09 per share, ( 10,000,000 shares of the Company's common stock at $0.10 per share, (9) 19,000,000 shares of the Company's common stock at $0.11 per share,
(10) 8,181,818 shares of the Company's common stock at $0.12 per share, (11) 7,500,000 shares of the Company's common stock at $0.15 per share, (12) 3,333,333 shares of the Company's common stock at $0.20 per share, (13) 2,500,000 shares of the Company's common stock at $0.25 per share, (14) 2,000,000 shares of the Company's common stock at $0.30 per share, (15) 1,666,666 shares of the Company's common stock at $0.35 per share, (16) 1,428,571 shares of the Company's common stock at $0.40 per share and (17) 1,250,000 shares of the Company's common stock at $0.40 per share upon surrender of the Warrants (or as subsequently adjusted pursuant to the terms of each Warrant) . Each Warrant has "piggy back" registration rights and shall expire five (5) years from the date of issuance, on or about April 24, 2011.





Item 9.01. Financial Statements and Exhibits.
(c) Exhibit No. Description:


Exhibit             Description                                                                  Location
-------             -----------                                                                  --------
Exhibit 10.1        Securities Purchase Agreement, dated as of April  24, 2006, by and           Provided herewith
                    between EYI Industries, Inc. and the Buyers listed therein
Exhibit 10.2        Registration Rights Agreement, dated as of April 24, 2006, by and            Provided herewith
                    between EYI Industries, Inc. and the Buyers listed therein
Exhibit 10.3        $750,000 Secured Convertible Debenture No. CCP-1, dated as of April 24,      Provided herewith
                    2006, issued to Cornell Capital Partners, LP
Exhibit 10.4        $333,333 Secured Convertible Debenture CW-1, dated as                        Provided herewith
                    of April 24, 2006, issued to Cornell Capital Partners, LP
Exhibit 10.5        $416,667 Secured Convertible Debenture TAIB-1, dated as                      Provided herewith
                    of April 24, 2006, issued to Cornell Capital Partners, LP
Exhibit 10.6        Security Agreement, dated as of April 24, 2006, issued                       Provided herewith
                    to Cornell Capital Partners, LP
Exhibit 10.7        Warrant No. CCP-001, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.8        Warrant No. CCP-002, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.9        Warrant No. CCP-003, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.10       Warrant No. CCP-004, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.11       Warrant No. CCP-005, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.12       Warrant No. CCP-006, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.13       Warrant No. CCP-007, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.14       Warrant No. CCP-008, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP





Exhibit             Description                                                                  Location
-------             -----------                                                                  --------
Exhibit 10.15       Warrant No. CCP-009, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.16       Warrant No. CCP-010, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.17       Warrant No. CCP-011, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.18       Warrant No. CCP-012, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.19       Warrant No. CCP-013, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.20       Warrant No. CCP-014, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.21       Warrant No. CCP-015, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.22       Warrant No. CCP-016, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.23       Warrant No. CCP-017, dated April 24, 2006, issued by the Company to          Provided herewith
                    Cornell Capital Partners, LP
Exhibit 10.24       Irrevocable Transfer Agent Instructions, dated April 24, 2006, by            Provided herewith
                    and among the Company, the Buyers listed therein and Corporate Stock
                    Transfer, Inc.

[422fwhp]

Bottom?  I'm looking to "trade" this...anyone still follow this one?

laterz...Jody

(hrm, can't post a pic from work)

[422fwhp]

Lots of volume!

[Terliso]

Lots of volume & still BEARISH

[digitx]

Anything cooking you think?

[Stocky2000]

Insider buys from the Chief operating officer recently:

http://finance.yahoo.com/q/it?s=EYII.OB




Chart:
- Possible double bottom
- MACD and MACD Hist very bullish
- Trendline breakout soon?

[evgeny05]

Hi ket1390

[Stocky2000]

hi evgeny
we are about to breakout out of the channel...hopefully..looks good (technically)

since july 10 the volume is increasing....accumulation?

[Stocky2000]

chart update
it looks like a breakout could happen tommorrow

nice close

The Bullish Dragonfly Doji Pattern is a more bullish signal than a Bullish Hammer Pattern. Its reliability is also higher than the Bullish Hammer Pattern.

However, a confirmation of the trend reversal implied by this pattern by either a white candlestick, a large gap up or a higher close on the next trading day is still suggested, to be on the safe side.

[Stocky2000]

trading the channel (so it looks like a bottom to me...short and long term)

in case this is the bottom it s time to accumulate.

evgeny (or someone else:)) do you have better graphics of a 4 year channel ?

[evgeny05]

Hi  ket1390
EYII at the bottom
I think there is no anxiety to buy at these levels (only my opinion)

[Stocky2000]

thanks evgeny :9 for the chart

looks like another accumlation day

[Stocky2000]

[quote
Warrants
In Connection with the Securities Purchase Agreement and Debentures set forth in Item 1.01 herein above, on April 24, 2006 the Company issued to Cornell Capital Partners, LP ("Cornell") seventeen (17) warrants to purchase up to an aggregate 124,062,678 shares of the Company's common stock at the discretion of Cornell (collectively, the "Warrants") each for good and valuable consideration. Cornell is entitled to purchase from the Company: (1) 10,416,650 shares of the Company's common stock at $0.02 per share, (b) 10,416,650 shares of the Company's common stock at $0.03 per share, (2) 13,888,866 shares of the Company's common stock at $0.04 per share, (3) 10,416,650 shares of the Company's common stock at $0.05 per share, (4) 8,333,320 shares of the Company's commonstock at $0.06 per share, (5) 6,944,433 shares of the Company's commonstock at $0.07 per share, (6) 5,952,371 shares of the Company's common stock at $0.08 per share, (7) 11,250,000 shares of the Company's common stock at $0.09 per share, ( 10,000,000 shares of the Company's common stock at $0.10 per share, (9) 19,000,000 shares of the Company's common stock at $0.11 per share,
(10) 8,181,818 shares of the Company's common stock at $0.12 per share, (11) 7,500,000 shares of the Company's common stock at $0.15 per share, (12) 3,333,333 shares of the Company's common stock at $0.20 per share, (13) 2,500,000 shares of the Company's common stock at $0.25 per share, (14) 2,000,000 shares of the Company's common stock at $0.30 per share, (15) 1,666,666 shares of the Company's common stock at $0.35 per share, (16) 1,428,571 shares of the Company's common stock at $0.40 per share and (17) 1,250,000 shares of the Company's common stock at $0.40 per share upon surrender of the Warrants (or as subsequently adjusted pursuant to the terms of each Warrant) . Each Warrant has "piggy back" registration rights and shall expire five (5) years from the date of issuance, on or about April 24, 2011.

now the price is 0.0075.....can someone explain if this warrant thing is positive or not..and how it works ? Thanks!

[AussieTrader]

Simplistically it means dilution and selling pressure on the stock price if it should ever get moving in a positive direction again.

EYII is going to need a huge news from the China filters deal to get any chance of reversing the decline in stock price. All they have done so far is trumpet the potential $ and extend the exclusivity deal 12 months.

[Stocky2000]

Thanks Aussie 

This is an answer from agoracom.com forum...from Member Jebb:

Cornell bet 4.5 mill on the warrants being profitable for them - The warrants are worthless at anything below .02.
At this price and volume Cornell is another bag holder - big bag holder. They cannot even recover their loan.

EYII got 4.5 mill to operate with for a while. I guess that is good. At least Cornell took that hit instead of us.

Dori's insider purchase is interesting in that - without positive developments soon, the stock will continue sinking - that is common sense - Dori had to have a reason to believe that .92 was a good entry - unless we believe that his purchase was just advertising.

The quarterly report will be very interesting.

Just my thoughts - which have landed me EYII 80% down.