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, 2005

( )  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

          For the transition period from            to
                                         ----------    ----------

                         Commission file number 1-09478
                                               ---------

                                 WATERCHEF, INC.
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in it 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
                                                             -----  -----

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 18, 2005


CLASS                                                                 Common
-----                                                                 ------
Par value $0.001 per share                                         160,534,527

<PAGE>


                                              WATERCHEF, INC.



                                    INDEX


PART I - FINANCIAL INFORMATION:                                         Page
                                                                        ----
   ITEM 1 - FINANCIAL STATEMENTS

     CONDENSED BALANCE SHEET (UNAUDITED)                                  2
       At March 31, 2005

     CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)                       3
       For the Three Months Ended March 31, 2005 and 2004
       For the Period January 1, 2002 (Inception) to
         March 31, 2005

     CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)          4
       For the Three Months Ended March 31, 2005

     CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)                       5
       For the Three Months Ended March 31, 2005 and 2004
       For the Period January 1, 2002 (Inception) to
         March 31, 2005

     NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)                6 - 8

   ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN                9 - 10
              OF OPERATIONS

   ITEM 3 - CONTROLS AND PROCEDURES                                       10

PART II - OTHER INFORMATION:

   ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
             PURCHASES OF EQUITY SECURITIES                               11

SIGNATURE                                                                 12

CERTIFICATIONS


                                       i

<PAGE>


                                 WATERCHEF, INC.
            (A Development-Stage Company Commencing January 1, 2002)
                             CONDENSED BALANCE SHEET
                                AT MARCH 31, 2005
                                   (UNAUDITED)



                                     ASSETS
                                     ------

CURRENT ASSETS:

  Cash                                                             $     35,628
  Accounts receivable                                                   125,000
  Prepaid expenses                                                        6,500
                                                                   ------------
      TOTAL CURRENT ASSETS                                              167,128

OTHER ASSETS:
  Patents and trademarks - net of accumulated
    amortization of $7,407                                               18,648
  Other assets                                                            3,162
                                                                   ------------
      TOTAL OTHER ASSETS                                                 21,810
                                                                   ------------
      TOTAL ASSETS                                                 $    188,938
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES:

  Accounts payable (including related party payable of $18,625)    $    160,700
  Accrued expenses and other current liabilities                      1,135,439
  Notes payable (including accrued interest of $511,045)              1,194,266
  Accrued dividends payable                                              84,259
  Customer deposits                                                     115,000
                                                                   ------------
      TOTAL CURRENT LIABILITIES                                       2,689,664

LONG-TERM LIABILITIES:
  Loans payable to stockholder (including accrued interest
    of $111,188)                                                        483,969
                                                                   ------------
      TOTAL LIABILITIES                                               3,173,633
                                                                   ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
Preferred stock - $.001 par value; 10,000,000 shares
  authorized; 558,443 shares issued and outstanding,
  (liquidation preference $1,112,000)                                       558
Common stock - $.001 par value; 190,000,000 shares
  authorized; 158,838,927 shares issued and 158,834,527
  shares outstanding                                                    158,835
Additional paid-in capital                                           20,280,499
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                         (8,887,223)
                                                                   ------------
    TOTAL STOCKHOLDERS' DEFICIENCY                                   (2,984,695)
                                                                   ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $    188,938
                                                                   ============


                  See notes to condensed financial statements.

                                        2

<PAGE>
<TABLE>
<CAPTION>


                                           WATERCHEF, INC.
                      (A Development-Stage Company Commencing January 1, 2002)
                                 CONDENSED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)



                                                    For the Three Months Ended     For the Period
                                                            March 31,              January 1,2002
                                                  ------------------------------   (Inception) to
                                                      2005             2004        March 31, 2005
                                                  -------------    -------------    -------------
<S>                                               <C>              <C>              <C>
SALES                                             $     260,000    $      56,290    $     356,290

COST OF SALES                                              --             29,250          396,680
                                                  -------------    -------------    -------------
GROSS PROFIT (LOSS)                                     260,000           27,040          (40,390)

SELLING, GENERAL AND ADMINISTRATIVE                     347,979          285,706        3,250,989

NON-DILUTION AGREEMENT TERMINATION COST                    --            298,479        2,462,453

INTEREST EXPENSE (INCLUDING INTEREST EXPENSE TO
  RELATED PARTY OF $5,967 AND $77,571 FOR THE
  PERIOD JANUARY 1, 2002 TO MARCH 31, 2005)              37,557           37,557          519,374

LOSS ON SETTLEMENT OF DEBT                                 --               --          2,614,017

STOCK APPRECIATION RIGHTS - REDUCTION IN VALUE         (121,340)            --               --
                                                  -------------    -------------    -------------
NET LOSS                                                 (4,196)        (594,702)      (8,887,223)

DEEMED DIVIDEND ON PREFERRED STOCK                         --               --         (2,072,296)

PREFERRED STOCK DIVIDENDS                               (43,885)         (55,638)        (444,115)
                                                  -------------    -------------    -------------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS        $     (48,081)   $    (650,340)   $ (11,403,634)
                                                  =============    =============    =============

BASIC AND DILUTED LOSS PER COMMON SHARE           $       (0.00)   $       (0.01)
                                                  =============    =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED                                 157,097,654       89,917,019
                                                  =============    =============


                            See notes to condensed financial statements.

                                                  3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                      WATER CHEF, INC.
                                  (A Development Stage Company Commencing January 1, 2002)
                                       CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                                         (UNAUDITED)



                                                       Preferred Stock                   Common Stock           Additional
                                                 ----------------------------    ---------------------------     Paid-in
                                                    Shares          Amount          Shares         Amount        Capital
                                                 ------------    ------------    ------------   ------------   ------------
FOR THE THREE MONTHS ENDED MARCH 31, 2005
<S>                                                   <C>        <C>              <C>           <C>            <C>
BALANCE - JANUARY 1, 2005                             614,413    $        615     155,885,727   $    155,886   $ 20,258,617

Proceeds from sale of common stock
  March 31,2005 - ($0.05 per share)                      --              --           200,000            200          9,800
Common stock issued for services
  March 31, 2005 - ($0.05-$0.10 Per share)               --              --           230,000            230         17,770
Preferred stock converted to common stock
  March 31, 2005                                      (55,970)            (56)      2,518,800          2,519         (2,463)
Preferred stock dividend                                 --              --              --             --           (3,225)
Net loss                                                 --              --              --             --             --
                                                 ------------    ------------    ------------   ------------   ------------
BALANCE - MARCH 31, 2005                              558,443    $        559     158,834,527   $    158,835   $ 20,280,499
                                                 ============    ============    ============   ============   ============

                                                              4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                   WATER CHEF, INC.
                               (A Development Stage Company Commencing January 1, 2002)
                                    CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                                     (UNAUDITED)
                                                     (Continued)



                                                                         Deficit         Deficit
                                                                       Accumulated      Accumulated
                                                                         Through          During           Total
                                                         Treasury        December       Development     Stockholders'
                                                           Stock         31, 2001          Stage         Deficiency
                                                       ------------    ------------     ------------    ------------
FOR THE THREE MONTHS ENDED MARCH 31, 2005
<S>                                                   <C>              <C>              <C>             <C>
BALANCE - JANUARY 1, 2005                             $      (5,768)   $(14,531,596)    $ (8,883,027)   $ (3,005,273)

Proceeds from sale of common stock
  March 31, 2005 - ($0.05 per share)                           --              --               --            10,000
Common stock issued for services
  March 31, 2005 - ($0.05-$0.10 per share)                     --              --               --            18,000
Preferred stock converted to common stock
  March 31, 2005                                               --              --               --              --
Preferred stock dividend                                       --              --               --            (3,225)
Net loss                                                       --              --             (4,196)         (4,196)
                                                       ------------    ------------     ------------    ------------
BALANCE - MARCH 31, 2005                               $     (5,768)   $(14,531,596)    $ (8,887,223)   $ (2,984,694)
                                                       ============    ============     ============    ============


                                     See notes to condensed financial statements.

                                                       4(Con't)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                        WATERCHEF, 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
                                                      2005           2004       March 31, 2005
                                                   -----------    -----------    -----------

<S>                                                <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $    (4,196)   $  (594,702)   $(8,887,223)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Amortization of patents                              463            463          6,025
      Non-cash Compensation                             18,000        182,387        741,563
      Non-dilution agreement termination cost             --          298,479      2,462,453
      Loss on settlement of debt                          --             --        2,614,017
      Inventory reserve                                   --             --          159,250
      Write-off of stock subscription receivable          --             --           21,800
  Changes in assets and liabilities:
    Accounts receivable                               (125,000)          --         (125,000)
    Inventory                                             --           13,250           --
    Prepaid expenses                                    10,613        (55,758)        50,000
    Accounts payable, accrued expenses, accrued
      dividends and customer deposits                   24,016        (34,177)     1,073,805
                                                   -----------    -----------    -----------
      NET CASH USED IN OPERATING ACTIVITIES            (76,104)      (190,058)    (1,883,310)
                                                   -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Stock subscription receivable                         20,000           --           65,700
  Proceeds from sale of preferred stock                   --          393,590      1,130,127
  Proceeds from sale of common stock                    10,000           --          487,600
  Proceeds from sale of common stock
    to be issued                                          --             --          200,000
                                                   -----------    -----------    -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES         30,000        393,590      1,883,427
                                                   -----------    -----------    -----------
NET (DECREASE) INCREASE IN CASH                        (46,104)       203,532            117

CASH AT BEGINNING OF PERIOD                             81,732        102,831         35,511
                                                   -----------    -----------    -----------
CASH AT END OF PERIOD                              $    35,628    $   306,363    $    35,628
                                                   ===========    ===========    ===========


                         See notes to condensed financial statements.

                                               5
</TABLE>

<PAGE>


                                 WATERCHEF, 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.

NOTE 2 - BASIS OF PRESENTATION AND ACCOUNTING POLICES

The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted accounting principles
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. Operating
results for the three-month period ended March 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2005. 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 April 6, 2005, for the year ended December 31,
2004.

Accounts receivable-Accounts receivable is reported net of an allowance for
doubtful accounts, future returns, and markdowns and allowances. The amount of
each allowance was determined by management to be adequate based on a periodic
review of the status of the individual accounts receivable and the volume of
returns.

Revenue recognition-Revenue is recognized when products are shipped, title
passes and collectibility is reasonably assured.

Stock-Based Compensation - In December 2002, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company will continue to account for stock-based compensation
according to APB Opinion No. 25.

The following table summarizes relevant information as to reported results under
the Company's intrinsic value method of accounting for stock awards, with
supplemental information as if the fair value recognition provisions of SFAS
No.123 had been applied for the periods ended March 31, 2005 and 2004 as
follows:



                                                 Three Months Ended March 31,
                                                ------------------------------
                                                   2005               2004
                                                -----------        -----------

Net loss applicable to common stock             $    (4,196)       $  (594,702)
Add:
 Stock-based employee compensation adjustment
  included in reported net loss                        --              --
Less:
 Stock-based employee compensation cost
  net of tax effect under fair value
  accounting                                           --              (34,618)
                                                -----------        -----------
Proforma net loss under fair value accounting   $    (4,196)       $  (629,320)
                                                ===========        ===========

Loss per share - basic and diluted as reported  $     (0.00)       $     (0.01)
                                                ===========        ===========

Proforma loss per share - basic and diluted     $     (0.00)       $     (0.01)
                                                ===========        ===========

                                        6

<PAGE>


                                 WATERCHEF, INC.
            (A Development Stage Company Commencing January 1, 2002)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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 suffered recurring
losses and has a working capital deficiency of approximately $2,523,000 at March
31, 2005. 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. The accompanying financial statements do
not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

NOTE 4 - RECENT ACCOUNTING STANDARDS

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, 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 result in a cost that will
be measured at fair value on the awards' grant dates, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers - as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005.

The adoption of this pronouncement is not expected to have a material effect on
the Company's financial statements.

NOTE 5 - 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, 2005 and 2004
were 31,325,702 and 49,781,309, respectively.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Leases
------

The Company leases its administrative facilities, located in Glen Head, New
York, on a month-to-month basis.


NOTE 7 - COMMON STOCK ISSUED

Cash
----

During the three months ended March 31, 2005, the Company raised $10,000 through
the sale of 200,000 shares of common stock.

Services
--------

During the three months ended March 31, 2005, the Company issued 230,000 shares
of common stock for services for a value of $18,000.

Conversion of preferred stock into common stock
-----------------------------------------------
During the three months ended March 31, 2005, the Company issued various parties
2,518,800 shares of common stock in connection with the conversion of preferred
stock.

                                        7

<PAGE>


                                 WATERCHEF, INC.
            (A Development Stage Company Commencing January 1, 2002)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8- MAJOR CUSTOMERS

During the quarter ended March 31, 2005, the Company sold five units to two
customers. During the quarter ended March 31, 2004, the Company sold one unit to
one customer. At March 31, 2005, accounts receivable from one customer totaled
$125,000.


                                        8

<PAGE>


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
Financial Statements and related Footnotes.

Forward-Looking Statements
--------------------------
Management's discussion and analysis of financial condition and results of
operations and other sections of this Report contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We
intend for the forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements in these sections. 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.
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, 2005 and March 31, 2004 were
$260,000 and $56,290 respectively. During the quarter ended March 31, 2005, the
Company recognized the sale of five PureSafe Water Station Systems. Four of
these systems are to be used for the sale of water in Ecuador, and the fifth
system was purchased by a humanitarian buyer to be used as part of the tsunami
relief effort in Sri Lanka. In addition, Water Chef received deposits of
$115,000 during the first quarter for relief effort systems that will be shipped
in the second quarter of 2005.

Cost of sales for the three month periods ended March 31, 2005 and March 31,
2004 were $0 and $29,250 respectively. The cost of the units sold during the
first quarter of year 2005 was previously written off. An analysis of the
components of cost of sales in the 2005 and 2004 periods follows:



Cost of Sales           Product       Rent and Overhead
   Period                CGS       Payments to Manufacturer       Total

For the three month
Ended March 31, 2005   $  --              $  --                  $  --

For the three month
Ended March 31, 2004    13,250             16,000                 29,250



Selling, general and administrative expenses for the three months ended March
31, 2005 were $347,979, compared to $285,706 for the three months ended March
31, 2004, an increase of 22% primarily caused by an increase in commissions
payable associated with the sales of PureSafe Water Station Systems as described
above.

The net loss for the three months ended March 31, 2005 was $4,196 compared to
$594,702 in the same period ended March 31, 2004.

Liquidity and Capital Resources
-------------------------------
At March 31, 2005, the Company had a working capital deficiency of approximately
$2,523,000. In addition, the Company continues to suffer recurring losses. 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. The accompanying financial statements do
not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

During the three months ended March 31, 2005 the Company raised $10,000 from the
sale of its common stock.

                                        9

<PAGE>


Recent Accounting Standards
---------------------------

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, 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 result in a cost that will
be measured at fair value on the awards' grant dates, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers - as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005.

The adoption of this pronouncement is not expected to have a material effect on
the Company's 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 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 material weakness in the financial
reporting. However, at this time management has decided that considering the
employees involved and the control procedures in place, the risks associated
with such lack of segregation are insignificant and the potential benefits of
adding additional employees to clearly segregate duties do not justify the
expenses associated with such increases. 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
----------------------------

There have been no changes in internal controls or in other factors that could
significantly affect those controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

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.


                                       10

<PAGE>


                           PART 11 - OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
         SECURITIES

During the three months ended March 31, 2005, the Company raised $10,000 through
the sale of 200,000 shares of common stock on March 21, 2005.

During the three months ended March 31, 2005, the Company issued an aggregate of
230,000 shares of its Common stock for professional services totaling $18,000.

During the three months ended March 31, 2005, the Company issued various parties
2,518,800 shares of common stock in connection with the conversion of preferred
stock.

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 thereunder. These shares were offered to less than 35
"non-accredited" investors and were purchased for investment purposes with no
view to resale.


                                       11

<PAGE>


                                    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 5/20/05                                -----------------------------------
                                                  David A. Conway
                                                  President, Chief Executive
                                                  Officer, and Chief Financial
                                                  Officer
                                                  (Principal Operating Officer)


                                       12

<PAGE>


                                Index of Exhibits
                                -----------------

Exhibit No.         Description
-----------         -----------

   31               Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to Section 30 of Sarbanes-Oxley Act of
                    2002.

   32               Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to 8 U.S.C. Section 1350 as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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