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

FORM 10-KSB-A

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2002

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number 1-16165

|AQUACELL TECHNOLOGIES, INC.
  (Name of small business issuer in its charter)           
|---------------------------------------------------------------------------------------
|Delaware
  (State or other jurisdiction of
  incorporation or organization)            
|10410 Trademark Street, Rancho Cucamonga, CA
  (Address of principal executive offices)

Issuer's telephone number: (909) 987-0456

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.001 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.  Yes X  No

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PART III



ITEM 14. 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 Annual Report of AquaCell Technologies, Inc. (the "Company") on Form
10-KSB for the year ended June 30, 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: September 30, 2002 | /s/ James C. Witham
Name: James C. WithamTitle: Chief Executive Officer
|------------------------- | -----------------------------------------------------------------------
|Dated: September 30, 2002 | /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 annual report on Form 10-KSB of
AquaCell Technologies, Inc.;

2.     Based on my knowledge, this annual 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 annual report;

3.     Based on my knowledge,
the financial statements, and other financial information included in this
annual 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 annual 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 annual 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
annual report (the "Evaluation Date"); and

(c)           presented in this annual 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 annual 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: September 30, 2002
  /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 annual report on Form 10-KSB of
AquaCell Technologies, Inc.;

2.     Based on my knowledge, this annual 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 annual report;

3.     Based on my knowledge,
the financial statements, and other financial information included in this
annual 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 annual 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 annual 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
annual report (the "Evaluation Date"); and

(c)           presented in this annual 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 annual 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: September 30, 2002
  /s/ Gary S. Wolff
  Name: Gary S. WolffTitle: Chief Financial Officer

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