As filed with the Securities and Exchange Commission on November 8, 2005
File No. 000-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
AQUACELL WATER, INC.
(Name of Small Business Issuer in its charter)
Delaware
86-0675195
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
James C. Witham
Aquacell Water, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(Address of principal executive offices)(Zip Code)
Copies to:
Harold W. Paul, Esq.
Harold W. Paul, LLC
1465 Post Road East
Westport, CT 06880
(203) 256-8005
Issuer's telephone number: (909) 987-0456
Securities to be registered pursuant to Section 12(b) of the Act:
Common stock, par value $0.001 per share
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
None None
AQUACELL WATER, INC.
REGISTRATION STATEMENT ON FORM 10-SB
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10-SB BY REFERENCE
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10-SB
Our Information Statement is furnished as Exhibit 99.1 to this Form 10-SB. For
your convenience, we have provided below a cross-reference sheet identifying
where the items required by Form 10-SB can be found in the Information
Statement.
Item
No.
Caption
Location in Information Statement
---- ------- ---------------------------------
PART I
1.
Description of Business.
"Summary;" "The Distribution;" "Risk
Factors;" "Business;" "Management's
Discussion and Analysis of Financial
Condition and Results of Operations;"
"Arrangements Between AquaCell and Water;"
and "Description of Capital Stock"
2. Management's Discussion "Management's Discussion and Analysis of
and Analysis.
Financial Condition and Results of
Operations"
3.
Description of Property.
"Business;" "Properties"
4.
Security Ownership of "Management" and "Ownership of Our Stock"
Certain Beneficial Owners
and Management.
5.
Directors and Executive
"Management"
Officers, Promoters and
Control Persons.
6.
Executive Compensation.
"Management;" "Ownership of Our Stock" and
"Arrangements Between AquaCell and Water"
7.
Certain Relationships and "Arrangements Between AquaCell and Water;"
Related Transactions.
"Certain Relationships and Related
Transactions;" "Description of Capital
Stock;" and "Management's Discussion and
Analysis of Financial Condition and
Results of Operations"
8.
Description of Securities.
"Description of Capital Stock"
2
Item
No.
Caption
Location in Information Statement
---- ------- ---------------------------------
PART I
I
1.
Market Price of and "Summary;" "The Distribution;" and
Dividends on the "Description
of Capital Stock."
Registrant's Common Equity
and Related Stockholder
Matters.
2.
Legal Proceedings.
"Business;" and "Arrangements Between
AquaCell and Water"
3.
Changes in and "Changes in and Disagreements with
Disagreements with Accountants on Accounting and Financial
Accountants.
Disclosure"
4.
Recent Sales of N/A
Unregistered Securities.
5.
Indemnification of "Indemnification of Directors and Officers"
Directors and Officers.
PART F/S
Financial Statements and
"Index to Financial Statements" and the
Supplementary Data. statements referenced thereon
PART III
1.
Index to Exhibits.
(See below)
2.
Description of Exhibits
(See below)
3
INDEX TO AND DESCRIPTION OF EXHIBITS
The following exhibits are furnished as part of this registration statement:
Exhibit No.
Description
----------- -----------
3.1
Articles of Incorporation of Water Science Technologies, Inc. filed
with the Delaware Secretary of State on July 28, 2005
3.2
Agreement of Merger which merges Water Science Technologies, Inc.,
an Arizona corporation with and into Water Science Technologies,
Inc., a Delaware corporation and changed the name to Aquacell
Water, Inc. filed with the Delaware Secretary of State on August
15, 2005
3.3
By-laws of Aquacell Water, Inc
3.4
Application for Authority to Transact Business in Arizona filed
with the Arizona Corporation Commission on August 31, 2005*
3.5
Certificate of Qualification from Secretary of State of California
filed on October 11, 2005*
5.1
Opinion of Harold W. Paul, LLC
10.1
2005 Incentive Stock Plan*
10.2
Directors' Stock Option Plan*
10.3
Lease for the manufacturing facility in Tempe, Arizona*
10.4
Employment Agreement- Witham*
10.5
Employment Agreement- Laustsen*
10.6
Employment Agreement- Wolff*
23.1
Consent of Harold W. Paul, LLC (included in the opinion delivered
under Exhibit 5.1)
99.1
Aquacell Water, Inc. Information Statement dated November 8, 2005
* TO BE FILED BY AMENDMENT
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Aquacell Water, Inc.
By: /s/ James C. Witham
----------------------------
James C. Witham, CEO
Date: November 8, 2005
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