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 25, 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. 4.01  Changes in Registrant's Certifying Accountant.

            (a)  (i)   Registrant's former independent registered public
                       accounting firm KMJ Corbin & Company LLP ("KMJ") was
                       dismissed as of February 25, 2008 and KMJ received
                       written notice of dismissal on February 26, 2008.

                 (ii)  KMJ was retained by the Company in May 2007 and never
                       issued any report on the Company's financial statements.

                 (iii) The decision to dismiss KMJ was recommended by the
                       audit committee of the Board of Directors.

                 (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 KMJ's satisfaction, would have caused it to make
                       reference to the subject matter of the disagreement(s)
                       in connection with this report.

            (b)        PS Stephenson & Co. PC has been engaged as the principal
                       accountant to audit the Registrant's financial statements
                       as of February 25, 2008.

Item. 9.01  Financial Statements and Exhibits.

            (d)  Exhibits.

                 16.  Letter re change in certifying accountant.


        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: February 29, 2008                     By: /s/ Karen B. Laustsen
                                                    Karen B. Laustsen