sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 2003
WaterChef, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-30544 86-0515678
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1007 Glen Cove Avenue, Glen Head, New York 11545
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-656-0059
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
Effective April 25, 2003, WaterChef, Inc., a Delaware corporation, (the
"Registrant") dismissed Grassi & Co. CPAs P.C. ("Grassi") as Registrant's
independent accountants, which action was approved by the Audit Committee of
Registrant's Board of Directors on April 25, 2003.
(a)(1) Feldman, Sherb & Co., P.C., a professional corporation of
certified public accountants ("Feldman") was the independent
accounting firm for the Registrant for the year ended December 31,
2001 and through the period April 19, 2002. Feldman was merged into
Grassi on April 19, 2002 with Grassi as the successor firm.
Except as described in the following sentence, the reports of Grassi
on the financial statements of Registrant for either of the past two
fiscal years did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles. The report of Grassi (as successor to
Feldman) on the financial statements of Registrant for the fiscal
year ended December 31, 2001 does, however, contain an expression of
substantial doubt regarding Registrant's ability to continue as a
going concern.
In addition, during Registrant's two most recent fiscal years and
through April 25, 2003, there was no disagreement with Grassi on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
Registrant has requested that Grassi furnish it with a letter to the
Securities and Exchange Commission stating whether or not it agrees
with the statements in this Item 4. A copy of any response received
by Registrant to that request will be promptly filed as an amendment
to this Form 8-K no later than two days after it is received by the
Company.
(a)(2) On April 25, 2003 Marcum & Kliegman LLP ("MKLLP") was engaged as
the Company's new independent accountants, commencing with the audit
for the year ending December 31, 2002. During the two most recent
fiscal years and the interim period preceding the engagement of
MKLLP, Registrant has not consulted with MKLLP regarding (i) either:
the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on Registrant's financial statements, and either a
written report or oral advice was provided to the Company by MKLLP
that MKLLP has concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or
financial reporting issue; or (ii) any matter that was either the
subject of a "disagreement" or event identified in response to
paragraph (a)(1)(iv) of Item 304, as those terms are used in Item
304(a)(1)(iv) of Regulations S-B and S-K and the related instructions
to Item 304 of Regulations S-B and S-K.
SIGNATURES
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.
WaterChef, Inc.
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(Registrant)
Date: April 28, 2003 /s/David A. Conway
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David A. Conway
President & Chief
Executive Officer