WASHINGTON, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

 (Check One): |X| Form 10-KSB  |_| Form 20-F   |_| Form 11-K   |_| Form 10-Q
              |_| Form 10-D    |_| Form N-SAR  |_| Form N-CSR  

              For Period Ended: June 30, 2005

              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR

              For the Transition Period Ended: ____________________________

                         PART I- REGISTRANT INFORMATION

                           AQUACELL TECHNOLOGIES, INC.
                             Full Name of Registrant

                             10410 Trademark Street
            Address of Principal Executive Office (Street and Number)

                           Rancho Cucamonga, CA 91730
                            City, State and Zip Code

                        PART II - RULES 12b25(b) AND (c)

     :(a) The reasons described in reasonable detail in Part III of this form
     :     could not be eliminated without unreasonable effort or expense;
     :(b) The subject annual report, semi-annual report, transition report on 
     :    Form 10-KSB, 20-F, 11-K or N-SAR, or portion thereof, will be filed 
 [X] :    on or before the 15th calendar day following the prescribed due date; 
     :    or the subject quarterly report or transition report on Form 10-QSB 
     :    or portion thereof will be filed on or before the fifth calendar day 
     :    following the prescribed due date; and
     :(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     :    has been attached if applicable.

                              PART III - NARRATIVE

     The registrant is in the process of preparing and reviewing the financial 
information of the Company on a consolidated basis.  The process of compiling 
and disseminating the information required to be included in the Form 10-KSB for
the relevant fiscal year, as well as the completion of the required audit of the
Company's financial statements on a consolidated basis, could not be completed 
without incurring undue hardship and expense.  The registrant undertakes the 
responsibility to file such annual report no later than fifteen days after its 
original date.  

                           PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this 

          Gary S. Wolff         (909)              987-0456
          -------------      -----------      ------------------
             (Name)          (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the 
    Securities Exchange Act of 1934 or Section 30 of the Investment Company Act 
    of 1940 during the preceding 12 months or for such shorter period that the 
    registrant was required to file such report(s) been filed? If answer is no, 
    identify report(s).   Yes [X]    No [  ]

(3) Is it anticipated that any significant change in results of operations from 
    the corresponding period for the last fiscal year will be reflected by the 
    earnings statements to be included in the subject report or portion thereof?
    Yes [X]    No [  ]

    For the year ended June 30, 2004, the registrant had revenues of 
    approximately $729,000 and a net loss of approximately $(4,512,000).  For 
    the year ended June 30, 2005, the registrant currently estimates that it had
    revenues of approximately $837,000 and a net loss of approximately 
    $(3,631,000).  Results for the 2005 fiscal year remain subject to further 
    adjustment and actual results may differ significantly from the foregoing 

                          AQUACELL TECHNOLOGIES, INC.
                (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.

Date: September 28, 2005               By: /s/ Gary S. Wolff 
                                               Gary W. Wolff
                                               Chief Financial Officer