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): February 14, 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 3.02.  Unregistered Sales of Equity Securities.

        (a) On or about and between February 14, 2007 and June 7, 2007 the
            Registrant completed the sale of $4,000,000 in convertible
            promissory notes.  The total offering price was $4,000,000 and
            commissions paid were $360,000.  The Registrant relied on the
            exemption from registration provided by Regulation D, Rule 505, of
            the Securities Act of 1933, as amended, and Section 4(2) thereof, as
            a sale of securities not involving a public offering.  The
            promissory notes are convertible into the Registrant's common stock
            at $.20 per share.  The 2,000,000 warrants attached to the
            promissory notes are exercisable at $.50 per share.


        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: June 7, 2007                          By: /s/ Karen B. Laustsen
                                                    Karen B. Laustsen