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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 December 31, 2002

[   ]     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 | 8,701,224 shares outstanding as of February 10, 2003.
|----------------------------- | -----------------------------------------------------

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

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ITEM 3.      CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Report the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's chief executive officer and chief financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-14 adopted under the
Securities Exchange Act of 1934. Based upon that evaluation, the chief executive
officer and chief financial officer concluded that the Company's disclosure
controls and procedures are effective. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.

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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
amended Quarterly Report of AquaCell Technologies, Inc. (the "Company") on Form
10-QSB for the second fiscal quarter ended December 31, 2002 as filed with the Securities and
Exchange Commission (the "Report"), each of the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

1.
     the Report fully complies with the
requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2.     the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

|Dated: February 14, 2003 | /s/ James C. Witham
Name: James C. WithamTitle: Chief Executive Officer
|------------------------ | -----------------------------------------------------------------------
|Dated: February 14, 2003 | /s/ Gary S. Wolff
  Name: Gary S. Wolff
Title: Chief Financial Officer 

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CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James C. Witham, Chief Executive Officer of AquaCell
Technologies, Inc., certify that:

1.     I have reviewed this
amended quarterly report on Form 10-QSB of
AquaCell Technologies, Inc.;

2.     Based on my knowledge,
this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this quarterly report;

3.     Based on my knowledge,
the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The registrant's other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:

(a)           designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b)           evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days of the filing date of this
quarterly report (the "Evaluation Date"); and

(c)           presented in this
quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;

5.     The registrant's other
certifying officer and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent function):

(a)           all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b)           any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.     The registrant's other
certifying officer and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: February 14, 2003
  /s/ James C. Witham
  Name: James C. WithamTitle: Chief Executive OfficerCERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Gary S. Wolff, Chief Financial Officer of AquaCell
Technologies, Inc., certify that:

1.     I have reviewed this
amended quarterly report on Form 10-QSB of
AquaCell Technologies, Inc.;

2.     Based on my knowledge,
this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this quarterly report;

3.     Based on my knowledge,
the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The registrant's other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:

(a)           designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b)           evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days of the filing date of this
quarterly report (the "Evaluation Date"); and

(c)           presented in this
quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;

5.     The registrant's other
certifying officer and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent function):

(a)           all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b)           any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.     The registrant's other
certifying officer and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: February 14, 2003
  /s/ Gary S. Wolff
  Name: Gary S. WolffTitle: Chief Financial Officer

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