UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________
PART I - REGISTRANT INFORMATION
AquaCell Technologies, Inc.
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Full Name of Registrant
10410 Trademark Street
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Address of Principal Executive Office (Street and Number)
Rancho Cucamonga, CA 91730
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
:(a) The reason described in reasonable detail in Part III of this form
: could not be eliminated without unreasonable effort or expense;
:(b) The subject annual report, semi-annual report, transition report on
: Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
: portion thereof, will be filed on or before the fifteenth calendar day
[X] : following the prescribed due date; or the subject quarterly report or
: transition report on Form 10-Q or subject distribution report on
: Form 10-D, or portion thereof, will be filed on or before the fifth
: calendar day following the prescribed due date; and
:(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
: has been attached if applicable.
PART III - NARRATIVE
The registrant is in the process of preparing and reviewing the financial
information of the Company on a consolidated basis. The process of compiling
and disseminating the information required to be included in the Form 10-KSB for
the relevant fiscal year, as well as the completion of the required audit of the
Company's financial statements on a consolidated basis, could not be completed
without incurring undue hardship and expense. The registrant undertakes the
responsibility to file such annual report no later than fifteen days after its
original date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary S. Wolff (909) 987-0456
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [X] No [ ]
During the third quarter of the fiscal year ended June 30, 2006, the Company
disposed of its Aquacell Water, Inc. subsidiary through a distribution of
common shares to its stockholders. Consequently, the operations of Aquacell
Water, Inc. have been reflected as discontinued operations for the year
ended June 30, 2006 and the revenues for the year ended June 30, 2005 have
been reclassified to conform to the current period presentation.
For the year ended June 30, 2005, the registrant had revenues of
approximately $216,000 and a net loss of approximately $3,888,000, which
included loss from discontinued operations of $471,000. For the year ended
June 30, 2006, the registrant currently estimates that it had revenues of
approximately $203,000 and a net loss of approximately $4,600,000, which
includes loss from discontinued operations of $1,401,000. Results for the
2006 fiscal year remain subject to further adjustment and actual results may
differ significantly from the foregoing estimates.
AQUACELL TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 28, 2006 By: /s/ Gary S. Wolff
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Gary S. Wolff
Chief Financial Officer