Securities and Exchange Commission
Washington, D.C. 20549
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Form 8-K/A Number 1
Current Report Pursuant to Section 13 or 15 (d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 7, 1997
WaterChef Inc.
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(Exact name of registrant as specified in it's charter)
Delaware 2-96455LA 86-0515678
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification)
7707 E. Acoma Dr., Suite 109, Scottsdale, Arizona 85260
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Registrant's telephone number, including area code: (602) 991-4534
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14555 N. Scottsdale Roads Suite 220, Scottsdale Arizona 85254
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
1. On February 27, 1997, Arthur Andersen resigned as auditor for the
Corporation.
2. The former accountant did not issue any reports on the financial
statements of the Corporation that contained adverse opinions or disclaimers of
opinion, or that were qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the audit report covering the Corporation's
financial statements for the year ended December 31, 1994, included the
following paragraph.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company had negative cash flow from operations for the
year ended December 31, 1994, a deficiency in working capital of $1,451,071, a
stockholders deficit of $1,880,251 and $889,949 of debt in default at December
31, 1994, and has not yet obtained financing to fund operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plan in regard to these matters are described in Note 1.
The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.
3. During the period of the former accountant's employment, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
4. The Corporation has provided the former accountant with a copy of these
disclosures and has asked the former accountant to furnish a letter stating
whether it agrees with the statements made herein. This letter will be filed
with the Commission upon receipt from the former accountants.
5. The Corporation engaged Semple & Cooper P.L.C. on May 13, 1997 to audit
the financial statements of the Corporation for the years ended December 1996
and 1997.
6. The Corporation did not consult with Semple & Cooper prior to being
retained regarding the accounting principles which apply to specific
transactions or the type of audit opinion that might be rendered with respect to
the Corporation's financial statements during the two most recent fiscal years
through the present.
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.
Dated: April 10, 1998 Waterchef Inc., a Delaware
Corporation
By: /s/ David A. Conway
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David A. Conway, President & CEO
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
April 13, 1998
Chief Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 included in the attached Form 8-K/A Number 1 of Water Chef,
Inc. dated April 10, 1998 to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
