UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2006
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 1-09478
WATER CHEF, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 86-0515678
------------------------------ -----------------
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1007 Glen Cove Avenue, Suite 1, Glen Head, New York 11545
--------------------------------------
(Address of principal executive offices)
516-656-0059
-------------------------
(Issuer's telephone number)
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
----- -----
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
----- -----
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the last practicable date.
OUTSTANDING AS OF MAY 3, 2006
CLASS Common
----- ------
Par value $0.001 per share 190,508,267
Transitional Small Business Disclosure Format (Check one): Yes No X
----- -----
WATER CHEF, INC.
INDEX
PART I - FINANCIAL INFORMATION: Page
----
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET (UNAUDITED) 2
At March 31, 2006
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 3
For the Three Months Ended March 31, 2006 and 2005
For the Period January 1, 2002 to March 31, 2006
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY (UNAUDITED) 4-5
For the Three Months Ended March 31, 2006
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) 6
For the Three Months Ended March 31, 2006 and 2005
For the Period January 1, 2002 to March 31, 2006
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 7 - 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION 10 - 11
ITEM 3 - CONTROLS AND PROCEDURES 11 - 12
PART II - OTHER INFORMATION:
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS 12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 6 - EXHIBITS 12
SIGNATURE 13
CERTIFICATIONS
i
WATER CHEF, INC.
(A Development-Stage Company Commencing January 1, 2002)
CONDENSED BALANCE SHEET
AT MARCH 31, 2006
(UNAUDITED)
ASSETS
------
CURRENT ASSETS:
Cash $ 196,921
Prepaid expenses 28,669
------------
TOTAL CURRENT ASSETS 225,590
OTHER ASSETS:
Patents and trademarks - net 16,794
Other assets 3,162
------------
TOTAL OTHER ASSETS 19,956
------------
TOTAL ASSETS $ 245,546
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Accounts payable (including related party of $19,677) $ 201,304
Accrued expenses and other current liabilities 324,173
Accrued compensation 537,417
Accrued consulting and director fees 550,333
Notes payable (including accrued interest of $567,016) 1,226,274
Convertible promissory note (including interest of $6,461) 208,374
Fair-value of detachable warrants 35,200
Fair-value of embedded conversion option 261,200
Accrued dividends payable 147,470
------------
TOTAL CURRENT LIABILITIES 3,491,745
LONG-TERM LIABILITIES:
Loans payable to stockholder (including accrued interest
of $135,056) 507,837
------------
TOTAL LIABILITIES 3,999,582
------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
Preferred stock - $.001 par value; 10,000,000 shares
authorized; 235,585 shares issued and outstanding,
(liquidation preference $1,651,375) 236
Common stock - $.001 par value; 340,000,000 shares
authorized; 186,067,785 shares issued and 186,063,385
shares outstanding 186,068
Additional paid-in capital 21,139,350
Treasury stock, at cost - 4,400 shares of common stock (5,768)
Deficit accumulated through December 31, 2001 (14,531,596)
Deficit accumulated during development stage (10,542,326)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (3,754,036)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 245,546
============
See notes to condensed financial statements.
2
WATERCHEF, INC.
(A Development-Stage Company Commencing January 1, 2002)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
March 31, For the Period
------------------------------ January 1,2002 to
2006 2005 March 31, 2006
------------- ------------- -------------
SALES $ 115,000 $ 260,000 $ 471,290
------------- ------------- -------------
COST OF SALES 51,000 -- 489,680
SELLING, GENERAL AND ADMINISTRATIVE -
Including stock based compensation of $15,000
and $18,000 for the three months ended March
31, 2006 and 2005 and $792,390 for the period
January 1, 2002 to March 31, 2006,
respectively 284,971 347,979 4,382,558
NON-DILUTION AGREEMENT TERMINATION COST -- -- 2,462,453
INTEREST EXPENSE - including interest expense
to a related party of $5,967 and $5,967 for the
three months ended March 31, 2006 and 2005 and
$101,439 for the period January 1, 2002 through
March 31, 2006 155,800 37,557 881,808
FINANCING COSTS - EXTENSION OF WARRANTS -- -- 74,700
LOSS ON SETTLEMENT OF DEBT -- -- 2,614,017
STOCK APPRECIATION RIGHTS - REDUCTION IN VALUE -- (121,340) --
CHANGE IN FAIR VALUE OF WARRANTS AND EMBEDDED
CONVERSION OPTION 114,200 -- 108,400
------------- ------------- -------------
605,971 264,196 11,013,616
------------- ------------- -------------
NET LOSS (490,971) (4,196) (10,542,326)
------------- ------------- -------------
DEEMED DIVIDEND ON PREFERRED STOCK -- -- (2,072,296)
PREFERRED STOCK DIVIDENDS -- (43,885) (466,666)
------------- ------------- -------------
-- (43,885) (2,538,962)
------------- ------------- -------------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $ (490,971) $ (48,081) $ (13,081,288)
============= ============= =============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.00)
============= =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
BASIC AND DILUTED 182,431,046 157,097,654
============= =============
See notes to condensed financial statements.
3
WATER CHEF, INC.
(A Development Stage Company Commencing January 1, 2002)
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2006
(UNAUDITED)
Preferred Stock Common Stock Additional
------------------------- ------------------------- Paid-in
Shares Amount Shares Amount Capital
----------- ----------- ----------- ----------- -----------
BALANCE - JANUARY 1, 2006 235,585 $ 236 181,779,000 $ 181,779 $20,830,154
Proceeds from sale of common stock
($0.07 per share) March 21, 2006 -- -- 3,600,000 3,600 246,400
Common stock issued for services
($0.06 per share) March 21, 2006 -- -- 250,000 250 14,750
Common stock issued in repayment of debt
($0.11 per share) February 13, 2006 -- -- 438,785 439 48,046
Net loss -- -- -- -- --
----------- ----------- ----------- ----------- -----------
BALANCE - MARCH 31, 2006 235,585 $ 236 186,067,785 $ 186,068 $21,139,350
=========== =========== =========== =========== ===========
See notes to condensed financial statements
4
WATER CHEF, INC.
(A Development Stage Company Commencing January 1, 2002)
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2006
(UNAUDITED)
(Continued)
Deficit Deficit
Accumulated Accumulated
Through During Total
Treasury December Development Stockholders'
Stock 31, 2001 Stage Deficiency
------------ ------------ ------------ ------------
BALANCE - JANUARY 1, 2006 $ (5,768) $(14,531,596) $(10,051,355) $ (3,576,550)
Proceeds from sale of common stock
($0.07 per share) March 21, 2006 -- -- -- 250,000
Common stock issued for services
($0.06 per share) March 21, 2006 -- -- -- 15,000
Common stock issued in repayment of debt
($0.11 per share) February 13, 2006 -- -- -- 48,485
Net loss -- -- (490,971) (490,971)
------------ ------------ ------------ ------------
BALANCE - March 31, 2006 $ (5,768) $(14,531,596) $(10,542,326) $ (3,754,036)
============ ============ ============ ============
See notes to condensed financial statements.
5
WATER CHEF, INC.
(A Development-Stage Company Commencing January 1, 2002)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended For the Period
March 31, January 1, 2002
---------------------------- (Inception) to
2006 2005 March 31, 2006
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (490,971) $ (4,196) $(10,542,326)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization of patents 463 463 7,879
Interest expense - deferred financing 4,687 -- 7,500
Stock-based compensation 15,000 18,000 792,390
Accretion of debt discount 112,800 -- 188,000
Change in fair value of warrants and
embedded conversion option 114,200 -- 108,400
Loss on settlement of debt -- -- 2,614,017
Non-dilution agreement termination cost -- -- 2,462,453
Inventory reserve -- -- 159,250
Write-off of stock subscription receivable -- -- 21,800
Financing cost - warrant extension -- -- 74,700
Changes in assets and liabilities:
Accounts receivable -- (125,000) --
Inventory 30,000 -- --
Prepaid expenses (5,705) 10,613 27,831
Accounts payable, accrued expenses, accrued
dividends, accrued compensation, accrued
Consulting and director fees, and
other current liabilities (69,546) 24,016 1,402,593
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (289,072) (76,104) (2,675,513)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction in stock subscription receivable -- 20,000 65,700
Proceeds from sale of preferred stock -- -- 1,130,127
Proceeds from sale of common stock 250,000 10,000 1,222,560
Proceeds from sale of common stock
to be issued -- -- 200,000
Deferred financing costs -- -- (7,500)
Proceeds from convertible promissory note -- -- 250,000
Repayment of notes payable (8,602) -- (23,964)
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 241,398 30,000 2,836,923
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH (47,674) (46,104) 161,410
CASH AT BEGINNING OF PERIOD 244,595 81,732 35,511
------------ ------------ ------------
CASH AT END OF PERIOD $ 196,921 $ 35,628 $ 196,921
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Compensation satisfied by issuance of
common stock $ -- $ -- $ 55,250
============ ============ ============
Common stock issued for settlement of debt
and accrued interest $ 48,485 $ -- $ 5,763,206
============ ============ ============
See notes to condensed financial statements.
6
WATER CHEF, INC.
(A Development Stage Company Commencing January 1, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS
Water Chef, Inc. (the "Company"), is a Delaware corporation currently engaged in
the design and marketing of water dispensers and purification equipment both
inside and outside the United States. The Company's corporate headquarters are
located in Glen Head, New York.
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICES
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information. Accordingly, these financial
statements do not include all of the information and footnotes required for
annual financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to make the
financial statements not misleading have been included.
The operating results for the three-month period ended March 31, 2006 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2006. These financial statements should be read in conjunction with
the financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB, filed on March 22, 2006, for the year ended December 31,
2005.
DEVELOPMENT STAGE COMPANY
The Company is in the development stage as defined by Statement of Financial
Accounting Standards ("SFAS") Statement No. 7, "Accounting and Reporting for
Development Stage Companies." To date, the Company has generated limited sales
and has devoted its efforts primarily to developing its products, implementing
its business and marketing strategy and raising working capital through equity
financing or short-term borrowings.
REVENUE RECOGNITION
The Company recognizes its revenue when products are shipped and or title passes
and collection is reasonably assured.
STOCK BASED COMPENSATION
Prior to January 1, 2006, the Company accounted for employee stock transactions
in accordance with Accounting Principle Board, APB Opinion No. 25, "Accounting
for Stock Issued to Employees." The Company had adopted the pro forma disclosure
requirements of Statement of Financial Accounting Standards No. 123, "Accounting
For Stock-Based Compensation."
Effective January 1, 2006, the Company adopted SFAS No. 123R "Share Based
Payment." This statement is a revision of SFAS No. 123, and supersedes APB
Opinion No. 25, and its related implementation guidance. SFAS No. 123R addresses
all forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards will result in a charge to
operations that will be measured at fair value on the awards grant date, based
on the estimated number of awards expected to vest over the service period.
No table has been disclosed for the period ended March 31, 2005 to illustrate
the effect on the net loss and loss per share if the Company had applied the
fair value recognition provisions of SFAS No. 123 to stock-based employee
compensation. Since no options were granted during the respective period net
loss and pro forma net loss are identical. The Company has granted no employee
options during the three months ended March 31, 2006 and 2005.
NOTE 3 - GOING CONCERN
The accompanying condensed financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred recurring
losses from operations, an accumulated deficit since its inception of
approximately $25,070,000 and has a working capital deficiency of approximately
$3,266,000 at March 31, 2006. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with
respect to these matters include restructuring its existing debt, settling its
existing debt by issuing shares of its common stock and raising additional
capital through future issuance of stock and or debentures. However, there can
be no assurance that the Company will be able to obtain sufficient funds to
continue the development of its product, marketing plan and distribution
network.
The accompanying financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.
7
WATER CHEF, INC.
(A Development Stage Company Commencing January 1, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - RECENT ACCOUNTING STANDARDS
In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 155, which is an amendment of SFAS No. 133 and 140. This Statement; a)
permits fair value re-measurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation, b)
clarifies which interest-only strip and principal-only strip are not subject to
the requirements of SFAS 133, c) establishes a requirement to evaluate interests
in securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives, e) amends SFAS
140 to eliminate the prohibition on a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. This Statement is effective
for financial statements for fiscal years beginning after September 15, 2006.
Earlier adoption of this Statement is permitted as of the beginning of an
entity's fiscal year, provided the entity has not yet issued any financial
statements for that fiscal year. Management is evaluating if this Statement will
have a significant impact on the financial statements of the Company.
In March 2006, the FASB issued SFAS No. 156, which amends FASB Statement No.
140. This Statement establishes, among other things, the accounting for all
separately recognized servicing assets and servicing liabilities. This Statement
amends SFAS No. 140 to require that all separately recognized servicing assets
and servicing liabilities be initially measured at fair value, if practicable.
This Statement permits, but does not require, the subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value.
An entity that uses derivative instruments to mitigate the risks inherent in
servicing assets and servicing liabilities is required to account for those
derivative instruments at fair value. Under this Statement, an entity can elect
subsequent fair value measurement to account for its separately recognized
servicing assets and servicing liabilities. By electing that option, an entity
may simplify its accounting because this Statement permits income statement
recognition of the potential offsetting changes in fair value of those servicing
assets and servicing liabilities and derivative instruments in the same
accounting period. This Statement is effective for financial statements for
fiscal years beginning after September 15, 2006. Earlier adoption of this
Statement is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued any financial statements for that fiscal year.
Management believes that the adoption of this Statement will not have a
significant impact on its financial statements.
NOTE 5 - CONVERTIBLE PROMISSORY NOTES
In November 2005, the Company entered into a Convertible Promissory Note
agreement for $250,000 which included 430,000 warrants, which are exercisable at
$0.14 per share and have a life of three years. The warrants carry a cashless
exercise provision. The Convertible Promissory Note bears interest at a rate of
8% per annum and matured in March 2006.
The note included certain conversion features as follows:
o convertible at any time after the maturity date, at the option of the holder,
o convertible at 85% of the average of the three 3 lowest closing bid prices for
the common stock, for the ten trading days ending on the trading day immediately
before the conversion date.
The Convertible Promissory Note agreement required the Company to file a
registration statement no later than sixty business days from the date of the
agreement and no less than the amount of subscribed shares, and to cause the
registration statement relating to the registrable securities to become
effective the earlier of five business days after notice from the Securities and
Exchange Commission that the registration statement may be declared effective,
or (b) one hundred twenty days.
The Convertible Promissory Note agreement included a liquidated damages clause,
which stipulates if the registration statement is not filed by the filing date
or declared effective by the effective date, then upon failure of either event
the subscriber shall be entitled to liquidated damages, payable in cash, in the
sum of one percent (1%) of the principal amount of the Note:
a. for each 30 day period after the filing date that transpires until the date
that the Company files the registration statement, and
b. for each 30 day period after the effective date that transpires until such
date as the registration statement is declared effective.
8
The gross proceeds of $250,000 were recorded net of a discount of $188,000. The
debt discount consisted of $47,200 related to the warrants and $140,800 related
to the embedded conversion option. The warrants and the embedded conversion
option were accounted for under EITF issue No. 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock" and EITF 05-4, view A "The effect of a Liquidated Damages Clause on a
Freestanding Financial Instrument." Due to certain factors and the liquidated
damage provision in the registration rights agreement, the Company determined
that the embedded conversion option and the warrants are derivative liabilities.
Accordingly, the warrants and the embedded conversion option will be marked to
market through earnings at the end of each reporting period. Due to the fact
that the registration statement became effective on January 30, 2006, the value
of the registration rights was deemed to be de minimis. The warrants and the
conversion option are valued using the Black-Scholes valuation model. For the
period ended March 31, 2006, the Company reflected a loss of $114,200
representing the change in the value of the warrants and conversion option. The
Company charged to interest expense $112,800 for the remaining debt discount.
During the period ended March 31, 2006, the Company issued 438,750 shares of
common stock for the partial settlement of $48,087 of the debt and $398 of
accrued interest.
This Convertible Promissory Note is secured by 4,000,000 shares held by an
officer of the Company.
Subsequent to March 31, 2006, the Company issued 2,573,762 shares of common
stock for the settlement of the remaining $201,913 principal and accrued
interest of $6,064.
NOTE 6 - NET INCOME (LOSS) PER SHARE OF COMMON STOCK
Basic loss per share was computed using the weighted average number of
outstanding common shares. Diluted loss per share includes the effect of
dilutive common stock equivalents from the assumed exercise of options, warrants
and convertible preferred stock. Common stock equivalents were excluded in the
computation of diluted loss per share since their inclusion would be
anti-dilutive. Total shares issuable upon the exercise of options, warrants and
conversion of preferred stock for the three months ended March 31, 2006 and 2005
were 11,270,107 and 31,325,702, respectively.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Leases
------
The Company leases its administrative facilities, located in Glen Head, New York
on a month-to-month basis.
NOTE 8 - COMMON STOCK ISSUED
Cash
----
During the three months ended March 31, 2006, the Company raised $250,000
through the sale of 3,600,000 shares of common stock.
Services
--------
During the three months ended March 31, 2006, the Company issued 250,000 shares
of common stock for services for a value of $15,000.
Debt
----
During the three months ended March 31, 2006, the Company issued 438,785 shares
of common stock to pay-down $48,485 of its debt and accrued interest.
NOTE 9- MAJOR CUSTOMERS/CREDIT RISK
During the three months ended March 31, 2006, the Company sold two units to one
customer and recognized revenues of $115,000. During the three month period
ended March 31, 2005, the Company sold five units to two customers and
recognized revenues of $260,000.
The Company maintains cash deposits with financial institutions, which from time
to time may exceed federally insured limits. The Company has not experienced any
losses and believes it is not exposed to any significant credit risk from cash.
NOTE 10- SUBSEQUENT EVENTS
Subsequent to March 31, 2006, the Company converted 46,868 shares of Convertible
Series F Preferred Stock to 1,866,720 shares of common stock.
9
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of financial condition and results of
operations of the Company should be read in conjunction with the Company's
Condensed Financial Statements and related Footnotes.
Forward-Looking Statements
--------------------------
This quarterly report on Form 10-QSB contains "forward-looking statements"
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. All statements regarding the
Company's expected financial position, business and financing plans are
forward-looking statements. Such forward-looking statements are identified by
use of forward-looking words such as "anticipates," "believes," "plans,"
"estimates," "expects," and "intends" or words or phrases of similar expression.
These forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
technology developments affecting the Company's products and to those discussed
in the Company's filings with the Securities and Exchange Commission ("SEC").
Accordingly, actual results could differ materially from those contemplated by
the forward-looking statements.
Introduction
------------
Until the fourth quarter of 2001, Water Chef was engaged in the manufacture and
marketing of water coolers and water purification and filtration products. In
the fourth quarter of 2001, the Company completed the sale of this business in
order to focus its activities on its PureSafe line of business. The PureSafe
Water Station has been designed by the Company to meet the needs of communities
who either do not have access to municipal water treatment systems, or for those
whose systems have been compromised, either by environmental factors or by
faulty design or maintenance.
Results of Operations
---------------------
Revenue for the three months ended March 31, 2006 and 2005 were $115,000 and
$260,000 respectively. During the three months ended March 31, 2006, the Company
recognized the sale of two PureSafe Water Station Systems
Cost of sales for the three month period ended March 31, 2006 and 2005 were
$51,000 and $0, respectively. An analysis of the components of cost of sales in
the 2006 and 2005 periods follows:
Cost of Sales Product Rent and Overhead
Period CGS Payments to Manufacturer Total
For the three months ended
March 31, 2006 $ 30,000 $ 21,000 $ 51,000
For the three months ended
March 31, 2005 $ -- $ -- $ --
Selling, general and administrative expenses for the three months ended March
31, 2006 were $284,971, compared to $347,979 for the three months ended March
31, 2005, a decrease of 18%.
The net loss for the three months ended March 31, 2006 was $490,971 compared to
$4,196 in the same period ended March 31, 2005.
Liquidity and Capital Resources
-------------------------------
At March 31, 2006, the Company had a working capital deficiency of approximately
$3,266,000. In addition, the Company continues to suffer recurring losses from
operations and has an accumulated deficit since inception of approximately
$25,070,000. The accompanying financial statements have been prepared assuming
that that the Company will continue as a going concern. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include restructuring its
existing debt, raising additional capital through future issuances of stock
and/or equity, and finding sufficient profitable markets for its products to
generate sufficient cash to meet its business obligations. However, there can be
no assurance that the Company will be able to obtain sufficient funds to
continue the development of its product, marketing plan and distribution
network.
The accompanying financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.
10
Recent Accounting Standards
---------------------------
In February 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Statement ("SFAS") No. 155, which is an
amendment of SFAS No. 133 and 140. This Statement; a) permits fair value
re-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, b) clarifies which
interest-only strip and principal-only strip are not subject to the requirements
of SFAS 133, c) establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives or that
are hybrid financial instruments that contain an embedded derivative requiring
bifurcation, d) clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives, e) amends SFAS 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. This Statement is effective for financial
statements for fiscal years beginning after September 15, 2006. Earlier adoption
of this Statement is permitted as of the beginning of an entity's fiscal year,
provided the entity has not yet issued any financial statements for that fiscal
year. Management is evaluating if this Statement will have an impact on the
financial statements of the Company.
In March 2006, the FASB issued SFAS No. 156, which amends FASB Statement No.
140. This Statement establishes, among other things, the accounting for all
separately recognized servicing assets and servicing liabilities. This Statement
amends SFAS No. 140 to require that all separately recognized servicing assets
and servicing liabilities be initially measured at fair value, if practicable.
This Statement permits, but does not require, the subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value.
An entity that uses derivative instruments to mitigate the risks inherent in
servicing assets and servicing liabilities is required to account for those
derivative instruments at fair value. Under this Statement, an entity can elect
subsequent fair value measurement to account for its separately recognized
servicing assets and servicing liabilities. By electing that option, an entity
may simplify its accounting because this Statement permits income statement
recognition of the potential offsetting changes in fair value of those servicing
assets and servicing liabilities and derivative instruments in the same
accounting period. This Statement is effective for financial statements for
fiscal years beginning after September 15, 2006. Earlier adoption of this
Statement is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued any financial statements for that fiscal year.
Management believes that the adoption of this Statement will not have a
significant impact on its financial statements.
ITEM 3 - CONTROLS AND PROCEDURES
Evaluation and Disclosure Controls and Procedures
-------------------------------------------------
The Company, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures," as such term is defined in Rules
13a-15e promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of this report. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer has concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this report to provide reasonable assurance that information required
to be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms.
Management is aware that there is a lack of segregation of duties at the Company
due to the small number of employees dealing with general administrative and
financial matters. This constitutes a significant deficiency in the financial
reporting. Management has mitigated these factors by hiring an outside
accountant/bookkeeper to review and compile the financial statements on a
quarterly and annual basis.
At this time management has decided that considering the employees involved and
the control procedures in place and the potential benefits of adding additional
employees to clearly segregate duties does not justify the additional expense.
Management will periodically reevaluate this situation. If the volume of the
business increases and sufficient capital is secured, it is the Company's
intention to increase staffing to mitigate the current lack of segregation of
duties within the general administrative and financial functions.
Changes in Internal Controls
----------------------------
Management has evaluated the effectiveness of the disclosure controls and
procedures as of March 31, 2006. Based on such evaluation, management has
concluded that the disclosure controls and procedures were effective for their
intended purpose described above. There were no changes to the internal controls
during the quarter ended March 31, 2006 that have materially affected or that
are reasonably likely to affect the internal controls.
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Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. The
Company's disclosure controls and procedures are designed to provide reasonable
assurance of achieving its objectives. The Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and procedures are effective at that reasonable assurance level.
PART II - OTHER INFORMATION
ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES
During the three months ended March 31, 2006, the Company raised $250,000
through the sale of 3,600,000 shares of common stock.
During the three months ended March 31, 2006, the Company issued 250,000 shares
of common stock for services for a value of $15,000.
During the three months ended March 31, 2006, the Company issued 438,785 shares
of common stock to pay-down $48,485 of its debt and accrued interest.
The Company issued these shares in reliance on the exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated there under. These shares were offered to less than 35
"non-accredited" investors and were purchased for investment purposes with no
view to resale.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) On March 14, 2006, the Company held its annual meeting in Saugus,
Massachusetts;
b) The following Directors were elected based upon the following
tabulations of votes:
FOR WITHHELD
-------- --------
David A. Conway 142,097,415 1,086,957
John J. Clarke 142,410,479 744,993
Marshall S. Sterman 142,119,887 1,039,485
The second order of business was to consider and vote upon a proposal
to amend the Company's Restated Certificate of Incorporation to
increase the authorized capital stock of the Company from 200,000,000
shares to 350,000,000 shares, consisting of 340,000,000 shares of
common stock and 10,000,000 shares of preferred stock, which passed
based upon the following tabulations of votes.
FOR AGAINST WITHHELD
-------- -------- --------
135,754,711 7,328,926 75,735
ITEM 6 - EXHIBITS
Exhibit No. Description
31 Certificate of Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31 Certificate of Chief Executive Officer and Chief Financial
Officer pursuant to 8 U.S.C. Section 1350 adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Water Chef, Inc.
/s/ David A. Conway
Date May 10, 2006 -----------------------------------
David A. Conway
President, Chief Executive
Officer, and Chief Financial
Officer
(Principal Operating Officer)
13