sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Year Ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number:
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WATERCHEF, INC.
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(Name of Small Business Issuer in its charter)
Delaware 86-0515678
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1007 GLEN COVE AVENUE
GLEN HEAD, NY 11545
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(Address of principal executive offices)
(516) 656-0059
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(Issuer's telephone number)
Securities registered under section 12(b) of the Exchange Act: None
Securities registered under section 12 (g) of the Exchange Act: Common stock,
Par value $.001
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
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The issuer's net sales for the most recent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates based upon
the last sale price on March 10, 2004 was approximately $13,913,000.
As of March 10, 2004, the Registrant had 89,559,886 shares of its Common Stock,
$0.001 par value, issued and outstanding.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit No. Exhibit Description
*10.1 Mutual Settlement Agreement and General Release, dated
June 20, 2002, by and between the Company; K. Thomas and
Callaway Decoster, as husband and wife; K. Thomas
Decoster, individually; Michael P. and Roberta S.
Gaudette, as husband and wife; Dominic M. Strazzulla;
the Felix A. Hertzka Estate; Claudette L. Gelfand and
the Claudette L. Gelfand Revocable Trust; Catherine C.
Griffin; Michael B. and Diane L. Hayden, as husband and
wife; Alexander Harris; Holly O. Harris; and Joseph R.
Fichtl and the Joseph R. Fichtl 1995 Trust.
*10.2 Addendum to Settlement Agreement, dated June 20, 2002,
by and between the Company; K. Thomas and Callaway
Decoster, as husband and wife; K. Thomas Decoster,
individually; Michael P. and Roberta S. Gaudette, as
husband and wife; Dominic M. Strazzulla; the Felix A.
Hertzka Estate; Claudette L. Gelfand and the Claudette
L. Gelfand Revocable Trust; Catherine C. Griffin;
Michael B. and Diane L. Hayden, as husband and wife;
Alexander Harris; Holly O. Harris; and Joseph R. Fichtl
and the Joseph R. Fichtl 1995 Trust.
**31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
**32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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* Filed herewith
** Previously filed as an exhibit to the Company's Form 10-KSB for the year
ended December 31, 2003.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WATERCHEF, INC.
Date: April 14, 2004 By: /s/ David A. Conway
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Name: David A. Conway
Title: President, Chief Executive Officer and Chief
Financial Officer (Principal Operating Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ David A. Conway Chairman of the Board, President, Chief April 14, 2004
------------------------------------- Executive Officer and Chief Financial Officer
David A. Conway
Director April 14, 2004
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Marshall S. Sterman
/s/ Jack Clarke Director April 14, 2004
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Jack Clarke