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.  


           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