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 24, 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 1.02.  Termination of a Material Definitive Agreement.

        (a) (1) On May 25, 2007 the Registrant terminated its Stock Purchase
                Agreement to acquire Sky Electronics, Inc. ("Sky"). There was no
                other material relationship between the registrant or its
                affiliates and Sky.

            (2)	The Stock Purchase Agreement provided for the acquisition of all
                the issued and outstanding stock of Sky in exchange for
                8,000,000 common shares of registrant, 2,000,000 common stock
                purchase warrants and up to $2,500,000.

            (3) The Registrant's board of directors determined not to proceed
                with the acquisition in light of a potential adverse business
                prospect of Sky that arose in the last fiscal quarter.

            (4) The Registrant did not incur any termination penalty.

ITEM 2.01.  Completion of Acquisition of Assets.

        (a) On May 24, 2007, the Registrant completed the acquisition set forth
            in the Definitive Stock Purchase Agreement with GPM, Inc. ("GPM").

        (b) The assets consisted of all issued and outstanding securities of
            GPM, and accordingly, GPM became a wholly owned subsidiary of the

        (c) The securities were acquired from William McComas, Bradford G.
            Corbett, Sr., Bradford G. Corbett, Jr., Roger Pruitt, Diane
            Giarraffa, Allen Parker, Keith Newman, John Maurais, Kevin Bath, and
            Mary Draper, none of whom have any material relationship with the

        (d) Total consideration at closing paid for the assets consisted of
            6,250,000 shares of Registrant's common stock.

ITEM 9.01.  Financial Statements and Exhibits.

        (a) (4) Financial Statements related to Item 2.01 will be timely filed
              by amendment after completion of the above described transaction.


        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 31, 2007                          By: /s/ Karen B. Laustsen
                                                    Karen B. Laustsen