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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

[X]     Quarterly report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
           For the quarterly period ended March 31, 2003

[   ]     Transition report under Section 13 or 15(d)
of the Exchange Act
           For the transition period from  to

Commission File Number 1-16165

|AQUACELL TECHNOLOGIES, INC.
  (Exact Name of Small Business Issuers as Specified in its Charter)        
|--------------------------------------------------------------------------------------------------------
|Delaware
  (State of Incorporation)                                                                     
|10410 Trademark StreetRancho Cucamonga, CA 91730
  (Address of Principal Executive Offices)             
|(909) 987-0456
  (Issuer's Telephone Number, Including Area Code)
  ____________________________________

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.   Yes 
X   No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of Securities under a plan confirmed by a court.  
Yes    No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

|Common Stock, $.001 par value | 8,726,224 shares outstanding as of May 12, 2003
|----------------------------- | -----------------------------------------------

Transitional Small Business Disclosure Format (check one):
    Yes    No X

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AQUACELL TECHNOLOGIES, INC.
FORM 1O-QSB/A
FOR THE QUARTER ENDED MARCH 31, 2003
TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

|                            |                                                                                                                    | PAGE
|--------------------------- | ------------------------------------------------------------------------------------------------------------------ | ----
|Item 1                      | Financial Statements:                                                                                              |     
|                            | Condensed Consolidated Balance Sheet as of March 31, 2003                                                          | 1   
|                            | Condensed Consolidated Statements of Operations for the three and
nine month periods ended March 31, 2003 and 2002 | 2   
|                            | Condensed Consolidated Statements of Cash Flow for the
nine month periods ended March 31, 2003 and 2002            | 3   
|                            | Notes to Condensed Consolidated Financial Statements                                                               | 5   
|Item 2                      | Management's Discussion and Analysis:                                                                              | 8   
|                            | Forward-Looking Statements                                                                                         |     
|                            | Overview                                                                                                           |     
|                            | Results of Operations                                                                                              |     
|                            | Liquidity and Capital Resources                                                                                    |     
|Item 3                      | Controls and Procedures                                                                                            | 10  
|PART II - OTHER INFORMATION
|Item 2(c)                   | Sales of Unregistered Securities                                                                                   | 10A 
|Item 4                      | Submission of Matters to a Vote of Security Holders                                                                | 10  
|Item 6                      | Exhibits and reports on Form 8-K                                                                                   | 10  
|Signature                   |                                                                                                                    | 10  
|Certifications              |                                                                                                                    | 11  

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PART II. OTHER INFORMATION



Item 2 (c) Sales of Unregistered Securities

During March 2003 the Registrant sold 685,000 shares of Series A
Preferred Sock at $.63 per share together with 685,000 Common Stock
Purchase Warrants to 12 accredited investors pursuant to Regulation D,
Rule 505, of the Securities Act. Each preferred share is convertible
into one common share upon the earlier of one year from issuance or
registration of the underlying common shares and each warrant is
convertible into one common share at an exercise price of $1.16. The
total amount of the offering sold was $431,550 and no underwriting
discount or commission was paid.

10A

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