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): May 8, 2008 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. 8.01 Other Events. AquaCell Technologies, Inc. (the "Company") issued a letter to its stockholders to update them on recent developments detailing the current activities and progress of the Company. The letter is attached as Exhibit 99.1. Item. 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Copy of Letter to Stockholders dated May 8, 2008. 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: May 8, 2008 By: /s/ Kevin Spence ------------------------------------ Kevin Spence President