DOCUMENT> sc 13d 10001.txt schedule 13d SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)/1/ AquaCell Technologies, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 03840N107 ------------------------------------------------------------------------------- (CUSIP Number) July 26, 2004 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- /1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). __________________ _____________________ CUSIP No. Page 2 of __ pages =============================================================================== 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Henry C. Smith -------------------------------------------------------------------------------- 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 Bristol, Pennsylvania United States of America -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,000,000 SHARES ---------------------------------------------------------------- BENE- 6 SHARED VOTING POWER FICIALLY 0 OWNED BY ---------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,000,000 PERSON ---------------------------------------------------------------- WITH: 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000* -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IC =============================================================================== *(including 500,000 warrants currently vested and exercisable) Item 1. (a) Name of issuer: AquaCell Technologies, Inc. (b) Address of issuer's principal executive offices: 10410 Trademark Street Rancho Cucamonga, California 91730 Item 2. (a) Name of persons filing: Henry C. Smith (b) Address of principal business office or, if none, residence: 1210 Seabird Drive Bristol, PA 19007 (c) Citizenship: Bristol, Pennsylvania United States of America (d) Title of class of securities: Common Stock (e) CUSIP No.: 03840N107 Item 3. If this statement is filed pursuant to (S)(S) 240.13d-1(b) or (S)(S) 240.13d-2(b) or (c), check whether the person filing is a: IC If this statement is filed pursuant to Rule 13d-1(c), check this box. Item 4. Ownership (a) Amount beneficially owned: 1,000,000 (b) Percent of class: 5% (c) Number of shares as to which such person has: 1,000,000 (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,000,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: Item 5. Ownership of 5 Percent or Less of a Class Not applicable. Item 6. Ownership of More than 5 Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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 12, 2004 /s/ Henry C. Smith ----------------------------- Henry C. Smith