--------------------------------------------------------------------------------
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(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, 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.
(Exact Name of Small Business Issuers as Specified in its Charter)
Delaware 33-0750453
(State of Incorporation) (IRS employer identification number)
10410 Trademark Street
Rancho 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 12,004,558 shares outstanding
as of February 13, 2004.
Transitional Small Business Disclosure Format (check one):
Yes _____ No _____
--------------------------------------------------------------------------------
AQUACELL TECHNOLOGIES, INC.
FORM 1O-QSB
FOR THE QUARTER ENDED DECEMBER 31, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements: PAGE
Condensed Consolidated Balance Sheet as of December 31, 2003......... 1
Condensed Consolidated Statements of Operations for the three and six
month periods ended December 31, 2003 and 2002....................... 2
Condensed Consolidated Statements of Cash Flow for the six month
periods ended December 31, 2003 and 2002............................. 3
Notes to Condensed Consolidated Financial Statements................. 4
Item 2. Managements Discussion and Analysis.................................. 7
Forward-Looking Statements........................................... 7
Overview............................................................. 7
Results of Operations................................................ 8
Liquidity and Capital Resources...................................... 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.................. 10
Item 6. Exhibits and Reports on Form 8-K..................................... 11
Signature.................................................................... 11
Index to Exhibits............................................................ 12
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2003
(Unaudited)
ASSETS
Current assets:
Cash ....................................................... $ 359,000
Notes receivable, including accrued interest of $1,000 ..... 24,000
Accounts receivable, net of allowance of $25,000 ........... 71,000
Inventories ................................................ 373,000
Prepaid expenses and other current assets .................. 103,000
-------------
Total current assets .................................. 930,000
-------------
Property and equipment, net ..................................... 30,000
-------------
Other assets:
Goodwill ................................................... 1,042,000
Patents, net ............................................... 87,000
Security deposits .......................................... 13,000
-------------
Total other assets .................................... 1,142,000
-------------
$ 2,102,000
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................... $ 386,000
Accrued expenses ........................................... 446,000
Preferred stock dividend payable ........................... 16,000
Customer deposits .......................................... 1,000
Current portion of deferred payable- derivative ............ 20,000
Current portion of long-term debt .......................... 4,000
-------------
Total current liabilities ............................. 873,000
Deferred payable-derivative, net of current portion ............. 514,000
Long-term debt, net of current portion .......................... 1,000
-------------
Total liabilities...................................... 1,388,000
-------------
Commitments and contingencies
Stockholders' Equity:
Preferred stock - Class A, par value $.00l;
1,870,000 shares authorized;
1,141,667 shares issued and outstanding .................... 1,000
Preferred stock, par value $.001;
8,130,000 shares authorized; no shares issued ..............
Common stock, par value $.001;
40,000,000 shares authorized;
11,597,588 shares issued and outstanding ................... 12,000
Additional paid-in capital ...................................... 18,407,000
Accumulated deficit ............................................. (15,405,000)
-------------
3,015,000
Unamortized deferred compensation ............................... (2,301,000)
-------------
Total stockholders'equity ............................. 714,000
-------------
$ 2,102,000
=============
See notes to condensed consolidated financial statements.
1
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------------------- -------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenue:
Net sales ............... $ 199,000 $ 204,000 $ 400,000 $ 1,134,000
Rental income............ 1,000 2,000 1,000 4,000
------------ ------------ ------------ ------------
200,000 206,000 401,000 1,138,000
Cost of sales ............. 148,000 139,000 277,000 604,000
------------ ------------ ------------ ------------
Gross profit .............. 52,000 67,000 124,000 534,000
------------ ------------ ------------ ------------
Selling, general and administrative expenses:
Salaries and wages....... 402,000 283,000 701,000 593,000
Legal, accounting and
other professional
expenses .............. 50,000 30,000 100,000 104,000
Consulting fees and
expenses-research and
development ........... 47,000 - 62,000 -
Stock based compensation. 227,000 55,000 602,000 100,000
Fair value adjustment of
derivative ............ 187,000 - 394,000 -
Write-off of accrued
interest on notes ..... 48,000 - 48,000 -
Other ................... 319,000 245,000 574,000 522,000
------------ ------------ ------------ ------------
1,280,000 613,000 2,481,000 1,319,000
------------ ------------ ------------ ------------
Loss from operations before
other (expense) income .. (1,228,000) (546,000) (2,357,000) (785,000)
------------ ------------ ------------ ------------
Other (expense) income:
Interest expense ........ - (18,000) - (22,000)
Interest income ......... - 14,000 1,000 32,000
------------ ------------ ------------ ------------
- (4,000) 1,000 10,000
------------ ------------ ------------ ------------
Net loss for the period ... $(1,228,000) $ (550,000) $(2,356,000) $ (775,000)
============ ============ ============ ============
Weighted average shares
outstanding- basic and
diluted ................. 10,697,000 8,601,000 10,023,000 8,601,000
============ ============ ============ ============
Loss attributable to common stockholders:
Net loss ................ $(1,228,000) $ (550,000) $(2,356,000) $ (775,000)
Preferred stock
dividends ............. 16,000 - 32,000 -
------------ ------------ ------------ ------------
Loss attributable to
common stockholders ... $(1,244,000) $ (550,000) $(2,388,000) $ (775,000)
============ ============ ============ ============
Net loss per common
share ................. $ (0.12) $ (0.06) $ (0.24) $ (0.09)
============ ============ ============ ============
See notes to condensed consolidated financial statements.
2
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
--------------------------
2003 2002
------------ ------------
Cash flows from operating activities:
Net loss ........................................... $(2,356,000) $ (775,000)
Adjustment to reconcile net loss to net cash used in operating activities:
Write-off of accrued interest on notes receivable. 48,000 -
Fair value adjustment of derivative .............. 394,000 -
Stock based compensation ......................... 602,000 100,000
Depreciation and amortization .................... 27,000 31,000
Changes in:
Accounts receivable .............................. 3,000 (258,000)
Accrued interest receivable ...................... 20,000 (32,000)
Prepaid expenses and other current assets ........ 20,000 115,000
Inventories ...................................... (295,000) (10,000)
Accounts payable ................................. (349,000) 29,000
Accrued expenses ................................. (55,000) 416,000
Customer deposits ................................ (22,000) 16,000
------------ ------------
Net cash used in operating activities ......... (1,963,000) (368,000)
------------ ------------
Cash flows from investing activities:
Notes issued for purchase of property and
equipment, net of payments ..................... (2,000) 9,000
Collections on notes receivable .................. 68,000 -
Purchase of property and equipment ............... (2,000) (11,000)
------------ ------------
Net cash provided by (used in)
investing activities ........................ 64,000 (2,000)
------------ ------------
Cash flows from financing activities:
Proceeds from private placements of common stock . 2,555,000 -
Expenses of offerings ............................ (259,000) -
Preferred stock dividends paid ................... (28,000)
Exercise of stock options and warrants ........... 38,000
Proceeds of loans from finance company,
net of repayments .............................. - 282,000
Proceeds (repayments) of loans from related
parties ........................................ (80,000) 39,000
------------ ------------
Net cash provided by financing activates ...... 2,226,000 321,000
------------ ------------
Increase (decrease) in cash ........................ $ 327,000 $ (49,000)
Cash, beginning of period .......................... 32,000 51,000
------------ ------------
Cash, end of period ................................ $ 359,000 $ 2,000
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ........................... $ - $ -
Supplemental schedule of non-cash investing and financing activities:
Conversion of inventory to depreciable assets
for advertising program ........................ $ 6,000 & -
Issuance of common stock and warrants for
services to the company ........................ $ 2,564,000 $ 43,000
Principal payments on notes receivable by
conversion of accrued officers salaries ........ $ - $ 284,000
Dividends payable on preferred stock ............. $ 16,000
Retirement of 82,422 shares of treasury stock .... $ - $ 251,000
Write-off of notes receivable against reserve .... $ 177,000 $ -
Conversion of 43,333 shares of preferred stock
to common stock ................................ $ - $ -
See notes to condensed consolidated financial statements
3
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003 (Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements include the accounts of AquaCell Technologies, Inc.
and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information
and with instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by U.S.
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. The results of
operations for the six months ended December 31, 2003 are not
necessarily indicative of the results to be expected for the full
year. For further information, refer to the Company's annual
report filed on Form 10-KSB for the year ended June 30, 2003.
NOTE B - NOTES RECEIVABLE
At December 31, 2003, the notes receivable consisted of a
note with a balance of $23,000 due from a non-director/non-
employee stockholder. The note, bearing an annual interest rate
of 8%, is unsecured and matured October 2002. The note that
matured in October 2002 was extended for one year. In July 2003
the Company received a $68,000 principal payment plus accrued
interest on this note and extended the remaining balance to June
30, 2004.
At December 31, 2003, notes receivable from non-
director/non-employee stockholders and entities owned by them, in
the amount of $177,000, were written off against the balance of
the reserve against these notes in the amount of $177,000.
Accrued interest of $48,000, in connection with these notes, was
also written off at December 31, 2003.
Interest receivable at December 31, 2003 amounted to $1,000.
NOTE C - INVENTORIES
Inventories consist of the following at December 31, 2003:
Raw materials ........................ $ 225,000
Work in progress ..................... 148,000
-----------
$ 373,000
===========
4
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003 (Unaudited)
NOTE D - PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows at December
31, 2003:
Furniture and fixtures ..................... $ 35,000
Equipment - office ......................... 96,000
Machinery and equipment .................... 122,000
Rental units ............................... 9,000
Leasehold improvements ..................... 10,000
Truck ...................................... 11,000
Coolers placed for advertising program...... 7,000
----------
290,000
Less accumulated depreciation .............. 260,000
----------
$ 30,000
==========
NOTE E - LONG TERM DEBT
At December 31, 2003 long-term debt consists of an
installment note, secured by a truck, payable in monthly payments
of $342 through February 2005. Maturities on the note are as
follows:
Year ending:
December 31, 2004............ $ 4,000
December 31, 2005............ 1,000
----------
$ 5,000
==========
NOTE F - EQUITY TRANSACTIONS
During July through September 2003 the Company completed a
private placement of 1,703,000 shares of its common stock. The
offering consists of one share of common stock at a price of
$1.50 per share and one common stock purchase warrant exercisable
at $4.00 per share. The warrant contains a call feature. The
Company received proceeds of $2,296,000 net of expenses of
$259,000. In connection with the offering the placement agent
received 341,000 common stock purchase warrants exercisable at
$4.00 per share.
During August 2003 the Company entered into marketing and
consulting agreements with five separate entities. Consideration
for these agreements included cash fees of $45,000 and 1,250,000
warrants to purchase shares of common stock of the Company at a
price of $.01 per share. These warrants were valued at $2,564,000
utilizing the Black-Scholes valuation method. Such amount will be
amortized to expense over the term of the agreements.
Amortization amounted to $533,000 for the six months ended
December 31, 2003.
5
AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003 (Unaudited)
NOTE G - DERIVATIVE
For the six months ended December 31, 2003, the Company
recognized a $394,000 charge for the fair value of its put option
to Corbett Water Technologies, Inc. and S & B Technical Products,
Inc., regarding the return and cancellation of all exclusive
distribution and marketing rights , which was classified as a
derivative (See Note K(2) to Form 10-KSB). As of December 31,
2003 $602,000 has been liquidated through sales of 284,078
shares. The Company has calculated fair value of the unliquidated
balance of the put option on the unsold shares (167,729) using
the Black Scholes valuation method utilizing the following
assumptions: risk-free interest rate of 3.1%, volatility of 88%
and expected life of five months at December 31, 2003.
NOTE H - CONCENTRATION OF CREDIT RISK
The Company's financial instruments that are exposed to
concentration of credit risk consists of cash. Such amounts are
in excess of FDIC insurance limits.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
When used in this Form 10-QSB and in future filings by the
Company with the Commission, statements identified by the words
"believe", "positioned", "estimate", "project", "target",
"continue", "will", "intend", "expect", "future", "anticipates",
and similar expressions express management's present belief,
expectations or intentions regarding the Company's future
performance within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to
place undue reliance on any such forward-looking statements, each
of which speaks only as of the date made. Such statements are
subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company has no
obligations to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring
after the date of such statements.
Overview
The following discussions and analysis should be read in
conjunction with the Company's condensed consolidated financial
statements and the notes presented following the condensed
consolidated financial statements. The discussion of results,
causes and trends should not be constructed to imply any
conclusion that such results or trends will necessarily continue
in the future.
During the six months ended December 31, 2003 the Company
raised net equity of $2,296,000 to enable the Company to move
forward with the restructuring of its marketing program for its
patented self-filling water coolers. A component of this program
includes the cooler advertising program through its Aquacell
Media subsidiary whereby the Company has started shipping and
installing coolers in drug stores and health care facilities.
Aquacell Media will retain ownership of these coolers and is
selling advertising on the cooler's bottle band for health
related and/or personal care items.
For the six months ended December 31, 2003 revenues were
$401,000 representing a decrease of $737,000 from the same period
of the prior year. Virtually the entire decrease was
attributable to the lack of sales to Corbett Water Technologies,
Inc. (Corbett) the Company's former exclusive distributor of its
patented self-filling water coolers. The Company went through a
lengthy negotiation process to recover its marketing rights, from
Corbett and its parent company S & B Technical Products, Inc.
(S&B), during which time the Company was impeded from pursuing
new marketing avenues or channels of distribution. As a direct
result of the Corbett and S&B distribution agreements and return
of the exclusive marketing rights, the Company has incurred
significant non-cash losses, aggregating $2,040,000 through
December 31, 2003, since the inception of these agreements in
October of 2001.
The period ended December 2003 represented the first period
during which the Company has had the ability to restructure its
marketing plan and form new sales and marketing alliances. As a
part of this restructuring, we have engaged several new marketing
partners, including internationally renowned security experts
Beau Dietl & Associates, providing access to major corporations
for the marketing and sales of our products that we expect to
come to fruition over the next several months and provide
significant revenues for the Company.
7
The Company is embarking on additional opportunities which
we believe will provide long-term benefits to the Company.
The Company does not anticipate incurring significant
marketing costs as it intends to utilize channels of distribution
where the selling groups will be responsible for payment of their
own sales and marketing expenses.
Results of Operations
During the six months ended December 31, 2003 on a
consolidated basis, revenues were $401,000 as compared to
$1,138,000 for the similar period of the preceding year resulting
from the negotiation for the return of the exclusive distribution
rights, from Corbett and S&B, discussed in the overview section.
On a consolidated basis, gross margin decreased to 31% for
the six months ended December 31, 2003 as compared to 47% for the
same period of the prior year. This decrease is attributable to
the decrease in sales of the Company's patented self-filling
water coolers as a result of its lengthy negotiations to
recapture its exclusive marketing rights from Corbett and S&B and
the restructuring of its marketing program as discussed in the
Overview section. The majority of sales for the quarter were
sales of systems build and sold by the Company's Water Science
Technologies subsidiary which operates at a lower gross profit
margin.
Net loss on a consolidated basis, attributable to common
stockholders, for the six months ended December 31, 2003 was
$2,388,000 or $0.24 per share, as compared to $775,000 or $.09
per share for the same period of the prior year. The increase in
the loss is attributable to the decrease in revenues. Principal
sources of the loss in the aggregate amount of $1,044,000
resulted from stock based compensation in the amount of $602,000,
a fair value adjustment of a derivative in the amount of $394,00,
and write-off of accrued interest on notes receivable in the
amount of $48,000.
Salaries and wages increased by $108,000 for the six months
ended December 31, 2003 over the prior year. Legal, accounting
and other professional expenses decreased by approximately $4,000
for the six months ended December 31, 2003. Consulting fees and
expenses in connection with the research and development of new
business opportunities amounted to $62,000 for the six months
ended December 31, 2003. Stock based compensation increased by
$502,000 to $602,000 for the six months ended December 31, 2003
resulting from amortization of Black Scholes charges on common
stock purchase warrants issued in connection with marketing and
consulting agreements initiated during the period ended December
31, 2003. Other selling, general and administrative expenses,
consisting primarily of rent - $78,000, telephone and utilities-
$34,000, travel- $24,000, business promotion- $67,000, insurance-
$52,000, and vehicle expenses-$53,000 increased by approximately
$52,000 to $574,000 for the six months ended December 31, 2003.
During the six months ended December 31, 2003, the Company
recorded a fair value adjustment of a derivative, in connection
with a put option relating to the return and cancellation of all
exclusive distribution and marketing rights from Corbett and S&B
in the amount of $394,000.
8
Liquidity and Capital Resources
During the six months ended December 31, 2003 we raised,
through the completion of a private placement of our common
shares, net equity of approximately $2,296,000.
Cash used by operations during the six months ended December
31, 2003 amounted to $1,963,000. Net loss of $2,361,000 was
reduced by non-cash stock based compensation in the amount of
$602,000, write-off of accrued interest on notes receivable in
the amount of $48,000, fair value adjustment of a derivative in
the amount of $394,000 and depreciation and amortization of
$27,000. Cash used by operations was further increased by an
increase in inventories, in anticipation of business growth, in
the amount of $295,000 and a decrease in accounts payable in the
amount of $349,000. Net loss was further increased by net changes
in accrued interest receivable, prepaid expenses, accrued
expenses, customer deposits and accounts receivable amounting to
$29,000.
Cash provided by investing activities during the six months
ended December 31, 2003 represented collections on a note
receivable in the amount of $68,000 decreased by expenditures for
property and equipment in the amount of $2,000 and decreased by
payments on notes issued for the purchase of equipment in the
amount of $2,000.
Cash provided by financing activities was approximately
$2,226,000. Proceeds from sales of common stock in a private
placement amounted to $2,296,000 net of expenses of $259,000.
Proceeds from exercise of stock options amounted to $38,000. The
Company paid dividends of $28,000 on its Series A convertible
preferred stock and the repayment of loans to related parties
amounted to $80,000.
We have granted warrants in connection with our initial
public offering, private placements, consulting, marketing and
financing agreements that may generate additional capital of up
to approximately $14,900,000 if exercised. There is no assurance
however, that any of the warrants will be exercised.
In connection with the written put option regarding the
return and cancellation of all exclusive distribution and
marketing rights from Corbett and S&B reflected as a derivative
in the accompanying financial statements, the Company has
adjusted its liability to $534,000 at December 31, 2003. Such
amount represents the fair value of liability in the event that
the counterparty does not realize $1,339,000 from the sale of its
shares owned in the Company. The net remaining obligation, if
any, will be paid from 5% of future revenues to be generated by
the Company's Global Water-Aquacell, Inc. subsidiary.
Management believes that its present cash balance and cash
flows expected to be generated from future operations in
combination with warrant conversions or future equity raises will
be sufficient to meet presently anticipated needs for working
capital and capital expenditures through at least the next 12
months; however, there can be no assurance in that regard. The
Company presently has no material commitments for future capital
expenditures.
9
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.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the period covered by this Report on Form 10-QSB
certain matters were submitted to a vote of security holders
through the solicitation of proxies:
a) The Company held its annual meeting of stockholders on
December 2, 2003.
b) One matter voted upon at the meeting was the election
of two Company directors, to wit, James C. Witham and Glenn
A. Bergenfield. The Company's three other directors, namely
Karen B. Laustsen, Dr. William DiTuro, and Gary S. Wolff
continued in office after the meeting.
c) Additional matters voted upon at the meeting were the
appointment of Wolinetz, Lafazan & Company, PC as the
Company's independent auditors; the ratification of an
amendment to the Company's 1998 Incentive Stock Plan; and
the ratification of the issuance of 1,703,031 shares of
common stock in connection with a private placement
completed in September, 2003 to comply with AMEX Rule 713.
With respect to the election of Mr. Witham and Mr.
Bergenfield as directors, Mr. Witham received 5,718,324
votes with 87,317 votes withheld and no abstentions. Mr.
Bergenfield received 5,668,109 votes in favor of election
with 137,532 votes withheld and no abstentions. Wolinetz,
Lafazan & Company, PC was elected as the Company's
independent auditors receiving 5,802,409 votes with 3,232
votes withheld and no abstentions. The amendment to the
Company's 1998 Incentive Stock plan was passed, receiving
5,707,323 votes with 98,318 votes withheld and no
abstentions. The ratification of the issuance of 1,703,031
shares of common stock in a private placement was passed,
receiving 5,644,624 votes with 161,017 votes withheld and no
abstentions. There were no broker non-votes recorded.
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
31.1 CEO's Certification Pursuant to Rule 13a-14(a)/15d-14(a)
31.2 CFO's Certification Pursuant to Rule 13a-14(a)/15d-14(a)
32.0 Certification Pursuant to 18 U.S.C. Section 1350
B. Reports on Form 8-K.
None.
SIGNATURE
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AquaCell Technologies, Inc.
-------------------------------
Registrant
Date: February 13, 2004 /s/ Gary S. Wolff
-------------------------------
Name: Gary S. Wolff
Title: Chief Financial Officer
11
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
31.1 CEO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a)
31.2 CFO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a)
32.0 Certification Pursuant to 18 U.S.C. Section 1350
12