UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No___)
Aquacell Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
03840N 10 7
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(CUSIP Number)
Mark Nordlicht
Platinum Partners Value Arbitrage Fund LP
152 W. 57th Street, 54th Floor
New York, NY 10019
(212) 581-0500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
CUSIP No. 03840N 10 7
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only).
Platinum Partners Value Arbitrage Fund LP
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |_|
(3) SEC Use Only.
(4) Citizenship or Place of Organization.
Cayman Islands
(5) Sole Voting Power: 1,333,332
Number of Shares (6) Shared Voting Power: 0
Beneficially Owned
by Each Reporting (7) Sole Dispositive Power: 1,333,332
Person With
(8) Shared Dispositive Power: 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
1,333,332 Shares - 666,666 shares of common stock and warrants to purchase up to
666,666 shares of common stock
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. |_|
(11) Percent of Class Represented by Amount in Row 9.
5.9%
(12) Type of Reporting Person (See Instructions).
PN
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Item 1.
(a) Name of Issuer.
Aquacell Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices.
10410 Trademark Street
Rancho Cucamonga, CA 91730
Item 2.
(a) Name of Person Filing.
Platinum Partners Value Arbitrage Fund LP
(b) Address or Principal Business Office or, if none, Residence.
152 W. 57th Street, 54th Floor
New York, NY 10019
(c) Citizenship or Place of Organization.
Cayman Islands
(d) Title of Class of Securities.
Common Stock, par value $0.001 per share
(e) CUSIP No.
03840N 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Platinum Partners Value Arbitrage Fund LP
(a) Amount Beneficially Owned: 1,333,332 Shares - 666,666 shares of
common stock and warrants to purchase up to 666,666 shares of common
stock
(b) Percent of class: 5.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,333,332
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,333,332
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following |_|.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group. N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. N/A
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 31,2005
PLATINUM PARTNERS VALUE ARBITRAGE FUND LP
by its General Partner
Platinum Management, Inc.
By: /s/ MARK NORDLICHT
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Name: Mark Nordlicht
Title: Director
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