SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
May 17, 2006
EYI INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-29803 88-0407078
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7865 Edmonds Street, Burnaby, BC Canada V3N 1B9
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(Address of principal executive offices) (Zip code)
(604) 759-5031
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Essentially Yours Industries (Hong Kong) Limited ("EYI HK"), a wholly owned
subsidiary of EYI Industries, Inc., has entered into a distribution agreement
(the "Distribution Agreement") dated May 17, 2006 with Nozin, LLC ("Nozin"), a
Delaware limited liability company, pursuant to which EYI HK acquired the
exclusive distribution rights for an over-the-counter health product known as
the "NOZIN -Nasal Sanitizer" (the "Product") in the Philippines and Hong Kong
(the "Territory"), and non-exclusive distribution rights for the Product in
China. The Product is a long-acting antimicrobial solution intended for use
before exposure to areas that may contain harmful germs such as crowded
airplanes, trains, offices, hospitals, theaters, shopping centers, restaurants
and schools.
Pursuant to the terms of the Distribution Agreement, the agreement is for a term
of five years and EYI HK is granted the exclusive right to distribute the
Product in the Territory for an initial period of nine months after receipt of
EYI HK's initial product order, which may be extended for an additional year if
Nozin receives an order for not less than $125,000 of its products and at
Nozin's option for further periods if EYI HK expends $250,000 on orders of the
Product. The agreement is subject to EYI HK making the minimum Product purchases
totaling $1,717,200 over the term of the agreement, broken down as follows: (i)
5,004 8ml bottle units and 5,040 travel pack units in 2006; (ii) 25,020 8ml
bottle units and 25,200 travel pack units in 2007; and (iii) 50,040 8ml bottle
units and 50,400 travel pack units in 2008 and each year thereafter for the
remaining term of the agreement. If EYI HK fails to make the minimum Product
purchases then Nozin may terminate the agreement at its option. EYI HK is also
required to pay all costs associated with any government approvals and
advertising and marketing the Product, and Nozin granted EYI HK a limited
warranty on the Product including replacement of any defective products returned
to EYI HK. The Distribution Agreement may be terminated by either party on 30
days notice of a material breach and in the event of a termination by EYI HK,
Nozin is entitled to appoint a new designated agent within the Territory.
The summary of the foregoing is qualified in its entirety by reference to the
text of the Distribution Agreement, which is included as exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
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Exhibit Description
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Exhibit 10.1 Distribution Agreement dated May 17, 2006
between Nozin, LLC and Essentiall Yours
Industries (Hong Kong) Limited
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 23, 2006 EYI INDUSTRIES, INC.
By: /s/ Jay Sargeant
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Name: Jay Sargeant
Title: President & Chief Executive Officer
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