sec document

                                  UNITED STATES
                             Washington, D.C. 20549

                                   FORM 12b-25

                           SEC FILE NUMBER: 001-09478

                           NOTIFICATION OF LATE FILING

              (CHECK ONE):| | Form 10-K |_| Form 20-F |_| Form 11-K
                          [x] Form 10-Q |_| Form N-SAR

                                  CUSIP NUMBER

                        For Period Ended: March 31, 2003

                       Transition Report on Form 10-K   [ ]
                       Transition Report on Form 20-F   [ ]
                       Transition Report on Form 11-K   [ ]
                       Transition Report on Form 10-Q   [ ]
                       Transition Report on Form N-SAR  [ ]

For the Transition Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


WaterChef, Inc.
Full Name of Registrant

Former Name if Applicable

1007 Glen Cove Road
Address of Principal Executive Officer (Street and Number)

Glen Cove, N.Y. 11545
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25)b), the following should
be completed. (Check box if appropriate) [X] YES [ ] NO

          [X]  (a)The reasons described in reasonable detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or

          [X]  (b)The  subject  annual report,  semi-annual  report,  transition
               report on From 10-K,  Form 20-F,  11-K,  Form  N-SAR,  or portion
               thereof,  will be filed on or before the  fifteenth  calendar day
               following  the  prescribed  due date;  or the  subject  quarterly
               report or transition report Form 10-Q, or portion thereof will be
               filed  on  or  before  the  fifth   calendar  day  following  the
               prescribed due date; and

          [ ]  (c)The  accountant's  statement or other exhibit required by Rule
               12-b-25(C) has been attached if applicable.


State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

          The registrant  cannot file its Form 10-QSB within the prescribed time
          period  because  accountants  have  not  yet  completed  their  review


          (1)  Name and telephone  number of person to contact in regard to this

                    David A. Conway                        (516)656-0059
                    ------------------------               -------------
                            (Name)                (Area Code) (Telephone Number)

          (2)  Have all other  periodic  reports  required  under  Section 13 or
               15(d) of the Securities Exchange Act of 1934 or Section 30 of the
               Investment Company Act of 1940 during the preceding 12 months (or
               for such shorter period  that the registrant was required to file
               such reports) been filed?  If answer is no,  identify  report(s).
               [X] Yes |_| No

          (3)  Is it  anticipated  that any  significant  change in  results  of
               operations from the corresponding period for the last fiscal year
               will be reflected by the  earnings  statements  to be included in
               the subject report or portion thereof? | | Yes [X] No

            If so,  attach  an  explanation  of  the  anticipated  change,  both
            narratively  and  quantitatively,  and,  if  appropriate,  state the
            reasons why a reasonable estimate of the results cannot be made.

                                 WaterChef, Inc.
                  (Name of Registrant as Specified in Charter)

          has  caused  this  notification  to be  signed  on its  behalf  by the
          undersigned hereunto duly authorized.

          Date: May 15, 2003                   By /s/ David Conway
                                                      David Conway
                                                      Chief Financial Officer