UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2007 AQUACELL TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-16165 33-0750453 ------------------------------ ------------- ------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10410 Trademark Street, Rancho Cucamonga, CA 91730 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (909) 987-0456 -------------------------------------------------- Registrant's telephone number, including area code 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(e)) ITEM 7.01. Regulation FD Disclosure. The registrant will provide information as part of an investor presentation regarding its pending acquisition of Sky Electronics, Inc., growth strategy and markets. The registrant's slide presentation, that includes limited financial information, is annexed as an exhibit to this filing. Statements about the Company's future expectations, including the acquisition of Sky Electronics, Inc. future revenues and earnings, and all other statements in this presentation other than historical facts, are "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the Company's progress, business opportunities and growth prospects, readers and listeners are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the Company at this time, the Company intends that such forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results. Important factors that may cause actual results to differ are set forth in the Company's periodic filings with the US Securities and Exchange Commission. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 AquaCell Technologies, Inc. Investor Presentation dated March, 2007 SIGNATURE 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. AQUACELL TECHNOLOGIES, INC. Date: March 13, 2007 By: /s/ Karen B. Laustsen ------------------------------------ Karen B. Laustsen Secretary