U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                               (Amendment No. 1)

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934
                  For the quarterly period ended March 31, 1998

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

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

                       Commission file number 2-96455-LA
                                              ----------

                                WATER CHEF, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                               86-0515678
---------------------------------                            -------------------
 (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)


             7707 E. Acoma Dr. Suite 109, Scottsdale, Arizona 85260
             ------------------------------------------------------
                    (Address of principal executive offices)


                                  602-991-4534
                          ---------------------------
                          (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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date.

                                                     Outstanding as of
          Class                                        March 31, 1998
          -----                                      -----------------
Common
Par Value $.001 per share                               36,606,792
<PAGE>

                                WATER CHEF, INC.

                                   FORM 10-QSB

                       FOR FIRST QUARTER ENDED MARCH 31, 1998


                         PART I - FINANCIAL INFORMATION

         WaterChef  Inc. (the  "Registrant")  is filing this  Amendment No. 1 on
Form 10-QSB (the  "Amendment")  to its  Quarterly  Report on Form 10-QSB for the
period  ended  March 31,  1998 for the  purpose  of  correcting  an  inadvertant
omission in the Registrant's  Consolidated  Statements of Operations of the line
entitled  "Sale of  WaterChef  franchise."  Included  in this  Amendment  is the
Consolidated  Statements of Operations for the three months ended March 31, 1998
and 1997.




                                       2
<PAGE>
                        WATER CHEF, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


                                       1998         1997
                                       ----         ----     

Net sales                        $   101,708     $    40,025

Cost of sales                         99,167          50,669
                                 -----------     -----------
Gross margin                           2,541         (10,644)

Selling, general &
administrative expenses              337,029         288,434
                                 -----------     -----------
Profit (Loss) from operations       (334,488)       (299,078)

  Interest expense                   (24,783)        (24,225)
                                 -----------     -----------
Sale of WaterChef Franchise               --         261,221
Other Net                                 --              --
Total Other Expense                 (359,271)        (24,225)

Gain of Foreign Subsidiary           (19,649)             --

Net Profit (Loss) before
provision for income taxes          (339,622)        (62,081)

Provision for income taxes                --              -- 
                                 -----------     -----------
NET PROFIT (LOSS)                   (339,622)        (62,081)

Loss per common share and
common share equivalent          $     (0.01)    $        (0)
                                 ===========     ===========
Weighted average number
of common shares and
common share equivalents
outstanding                       36,606,792      16,838,574
                                 ===========     ===========

                                       3

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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.



                                               WATER CHEF, INC.


Date: June 11, 1998                            /s/ David A. Conway
                                               -----------------------------
                                                   David A. Conway
                                                   President, Director and Chief
                                                   Executive Officer
                                                   (Principal Operating Officer)



                                       4