January 11, 2006
By facsimile to (212) 451-2222 and U.S. Mail
Mr. David A. Conway
President
Water Chef, Inc.
1007 Glen Cove Avenue, Suite 1
Glen Head, NY 11545
Re: Water Chef, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed December 23, 2005
Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2004 and Subsequent Quarterly Reports on Form 10-QSB
File No. 1-9478
Dear Mr. Conway:
We limited our review of the preliminary proxy statement to
disclosure relating to the proposal to increase the authorized
capital stock and our review of the annual report and subsequent
quarterly reports to disclosure relating to disclosure controls
and
procedures and have the comments below. No further review of the
filings has been or will be made.
Where indicated, we think that you should revise the
documents
in response to the comments. If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about the comments or any other aspect of our review. You may
call
us at the telephone numbers listed at the end of this letter.
Pre14A
1. It is unclear whether one of the purposes of the proposal to
increase the number of authorized shares of capital stock is
because
there are insufficient authorized shares of common stock to affect
the exchange, exercise, or conversion of outstanding convertible
securities. If so, the information required by Item 13(a) of
Schedule 14A, including updated financial statements, is required.
Alternatively, if you are able to rely on instruction 1 to Item 13
of
Schedule 14A for omitting any or all of the information required
by
Item 13(a), give us your analysis why this is the case. We note
that
you incorporate by reference the financial statements in the
annual
report on Form 10-KSB for the fiscal year ended December 31, 2004,
but you do not incorporate by reference the financial statements
in
subsequent quarterly reports.
10-KSB
Item 8A. Controls and Procedures
2. We note the disclosure that your chief executive officer and
chief
financial officer concluded that your disclosure controls and
procedures were effective to provide reasonable assurance that the
information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in our rules and forms.
Revise future filings to clarify, if true, that your officers
concluded that your disclosure controls and procedures are
effective
also to ensure that information required to be disclosed in
reports
filed or submitted under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions on
required disclosure. See Exchange Act Rule 13(a)-15(e).
3. We note the statement that "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."
Revise
future filings to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. Alternatively, remove the reference to the level
of
assurance of your disclosure controls and procedures. See section
II.F.4. of Release No. 34-47986 that is available on the
Commission`s
website at www.sec.gov.
Closing
As appropriate, file a revised preliminary proxy statement
and
respond to the comments within 10 business days. Alternatively,
tell
us within 10 business days when you will provide us a response.
Include with the filing any supplemental information requested and
a
cover letter tagged as correspondence that keys the response to
the
comments. If Water Chef thinks that compliance with the comments
is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the revised preliminary proxy
statement, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filings reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since Water Chef and its management are in possession of all facts
relating to the disclosure in the filings, they are responsible
for
the adequacy and accuracy of the disclosures that they have made.
When responding to our comments, provide a written statement
from Water Chef in which Water Chef acknowledges that:
* Water Chef is responsible for the adequacy and accuracy of the
disclosure in the filings.
* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.
* Water Chef may not assert our comments as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Water Chef provides us in our review of the
filings
or in response to our comments on the filings.
You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)
551-3767.
Very truly yours,
Jennifer R. Hardy
Legal
Branch Chief
cc: Robert H. Friedman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Mr. David A. Conway
January 11, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE