UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 2, 2007
AQUACELL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-16165 33-0750453
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10410 Trademark Street, Rancho Cucamonga, CA 91730
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(Address of principal executive offices) (Zip Code)
(909) 987-0456
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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. 4.01 Changes in Registrant's Certifying Accountant.
(a) (i) Registrant's former accountant Wolinetz, Lafazan &
Company, P.C. resigned as of April 30, 2007 and
Registrant received such written notice on May 2, 2007.
(ii) The audit reports of the former accountant on the
financial statements of the Registrant for each of the
two most recent fiscal years for which reports were
issued-June 30, 2004 and June 30, 2005-did not contain an
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles for the two most recent fiscal
years, except that the former accountant's report on the
Registrant's financial statements expressed substantial
doubt with respect to the registrant's ability to
continue as a going concern for the last two fiscal
years reported.
(iii) The decision to resign was solely that of the former
accountant into which the Board of Directors had
no input.
(iv) There were no disagreements, whether or not resolved,
with the former accountant on any matter of accounting
principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to
the former accountant's satisfaction, would have caused
it to make reference to the subject matter of the
disagreement(s) in connection with this report.
The Registrant has provided the former accountant with a
copy of this report and has requested that the former
accountant provide a letter addressed to the Securities
and Exchange Commission stating whether it agrees with
the foregoing statements. A copy of this letter from the
former accountant is attached hereto as Exhibit 16.
(b) On May 8, 2007, KMJ Corbin & Company LLP ("KMJ") was engaged as
the independent registered public accounting firm to audit the
Registrant's financial statements.
During the Registrant's two most recent fiscal years and
through May 8, 2007, neither the Registrant nor anyone on its
behalf has consulted with KMJ regarding either (i) the
application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial
statements, and neither a written report was provided to the
Registrant nor oral advice was provided by KMJ that was an
important factor considered by the Registrant in reaching a
decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined
in Item 304 (a)(1)(v) of Regulation S-K.
Item. 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16. Letter re change in certifying accountant.
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 15, 2007 By: /s/ Karen B. Laustsen
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Karen B. Laustsen
Secretary