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. |
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Delaware |
33-0750453 |
10410 Trademark Street |
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(909) 987-0456 |
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
AQUACELL TECHNOLOGIES, INC.
FORM 1O-QSB/A
FOR THE QUARTER ENDED MARCH 31, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
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PAGE |
Item 1 |
Financial Statements: |
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Condensed Consolidated Balance Sheet as of March 31, 2003 |
1 |
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Condensed Consolidated Statements of Operations for the three and |
2 |
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Condensed Consolidated Statements of Cash Flow for the |
3 |
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Notes to Condensed Consolidated Financial Statements |
5 |
Item 2 |
Management's Discussion and Analysis: |
8 |
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Forward-Looking Statements |
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Overview |
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Results of Operations |
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Liquidity and Capital Resources |
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Item 3 |
Controls and Procedures |
10
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PART II - OTHER INFORMATION |
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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 |
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10 |
Certifications |
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11 |
i
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