8-K 1 aqwt-8k_010410.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2009 AQUACELL WATER, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-51723 86-0675195 ------------------------------ ------------- ------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 44-489 Town Center Way, #D511, Palm Desert, CA 92260 --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (888) 326-5222 ---------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(e)) ITEM 5.03 Amendments to Articles of Incorporation. (a) The registrant filed an amendment to its articles of incorporation pursuant to the provisions of Section 242 and Section 228 of the General Corporation Law of Delaware by soliciting and obtaining the consent of a majority of its shareholders. (1) The effective date of the amendment was December 28, 2009; (2) The amendment changed the corporation's name from Aquacell Water, Inc. to Believing Today, Inc. and also changed the number of authorized shares of its Common Stock. A copy of the amended certificate of incorporation is attached as an exhibit. Item. 9.01 Financial Statements and Exhibits. (d) Exhibits. 3. Certificate of Amended of Certificate of Incorporation filed with Delaware Secretary of State Division of Corporations on December 28, 2009. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AQUACELL WATER, INC. Date: January 4, 2010 By: /s/ Kevin Spence ------------------------------------ Kevin Spence CFO