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): December 12, 2005
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard
(a) On December 12, 2005 the Registrant received a notice from the
American Stock Exchange ("Amex") that it was not in compliance
with Section 1003(a)(ii) of the Amex Company Guide, with
shareholders equity of less than $4 million and losses from
continuing operations and/or net losses in three out of four
fiscal years, and Section 1003(a)(iv) of the Amex Company Guide
in that it has sustained losses which are so substantial in
relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired
that it appears questionable, in the opinion of the Exchange, as
to whether such company will be able to continue its operations
and/or meet its obligations as they mature.
The Company has the right to appeal the Amex determination until
December 20, 2005 and has not yet determined whether or not it
will appeal.
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: December 15, 2005 By: /s/ Gary S. Wolff
------------------------------------
Gary S. Wolff
Principal Accounting Office