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

                                  Form 10-QSB/A

                                   (Mark One)

   (X) QUARTERLY REPORT UNDER SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                For the quarterly period ended September 30, 2002

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

         For the transition period from..............to.................

                         Commission file number 0-30544

                                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
        -----  -----

                      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                                        November 21, 2002
         -----                                        -----------------
         Common
         Par value $0.001 per share                      89,564,286

<PAGE>


                                WATERCHEF, INC.

                                    INDEX




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

     CONDENSED BALANCE SHEET (UNAUDITED)                                  2
       At September 30, 2002

     CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)                       3
       For the Three Months Ended September 30, 2002 and 2001
       For the Nine Months Ended September 30, 2002 and 2001

     CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)                       4
       For the Nine Months Ended September 30, 2002 and 2001

     NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)                5 - 10

   ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                        11 - 13

   ITEM 3 - CONTROLS AND PROCEDURES                                       13

PART II - OTHER INFORMATION:

   ITEM 1 - LEGAL PROCEEDINGS                                             14

   ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                     N/A

   ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                               N/A

   ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           14

   ITEM 5 - OTHER INFORMATION                                             N/A

   ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                              15

SIGNATURE                                                                 16

CERTIFICATION                                                             17

EXHIBIT



                                       1


<PAGE>
<TABLE>
<CAPTION>


                                     WATER CHEF, INC.
                 (A Development-Stage Company Commencing January 1, 2002)

                                 CONDENSED BALANCE SHEET

                                   SEPTEMBER 30, 2002

                                       (Unaudited)



                                          ASSETS

                                                                            (As Restated
                                                                             See Note 2)
                                                                            ------------

CURRENT ASSETS:
     <S>                                                                    <C>
     Cash                                                                   $     41,753
     Inventories                                                                 185,500
     Prepaid expenses and other current assets                                     3,163
                                                                            ------------
         TOTAL CURRENT ASSETS                                                    230,416

PATENTS AND TRADEMARKS (net of
     accumulated amortization of $2,771)                                          23,284
                                                                            ------------
                                                                            $    253,700
                                                                            ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                       $    387,128
     Accrued expenses and other current liabilities                              640,573
     Notes payable (including accrued interest of $224,264)                      844,056
     Common stock to be issued                                                 1,204,118
                                                                            ------------
         TOTAL CURRENT LIABILITIES                                             3,075,875

LONG-TERM LIABILITIES
     Loans payable to shareholder (including accrued interest of $51,518)        424,299
                                                                            ------------

         TOTAL LIABILITIES                                                     3,500,174
                                                                            ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
     Preferred stock, $.001 par value;
         10,000,000 shares authorized;
         145,500 shares issued and outstanding,
         liquidation preference $990,000                                             146
     Common stock, $.001 par value;
         90,000,000 shares authorized;
         89,564,286 shares issued and outstanding                                 89,564
     Additional paid-in capital                                               12,583,518
     Stock subscription receivable                                               (45,500)
     Treasury stock, 4,400 common shares, at cost                                 (5,768)
     Accumulated deficit through December 31, 2001                           (14,531,596)
     Accumulated deficit                                                      (1,336,838)
                                                                            ------------
         TOTAL STOCKHOLDERS'  DEFICIT                                         (3,246,474)
                                                                            ------------

                                                                            $    253,700
                                                                            ============


                       See notes to condensed financial statements.

                                          2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                WATER CHEF, INC.
                            (A Development-Stage Company Commencing January 1, 2002)

                                       CONDENSED STATEMENTS OF OPERATIONS

                                                   (Unaudited)



                                                       Three Months Ended               Nine Months Ended
                                                          September 30,                    September 30,
                                                  ----------------------------    -----------------------------
                                                     2002              2001            2002              2001
                                                  ------------    ------------    ------------    -------------
                                                  (As Restated    (As Restated    (As Restated    (As Restated
                                                   See Note 2)     See Note 2)     See Note 2)     See Note 2)
<S>                                               <C>             <C>             <C>             <C>
Net Sales                                         $       --      $       --      $     40,000    $        --
                                                  ------------    ------------    ------------    -------------

Costs and Expenses
    Cost of sales                                       12,000          28,875          63,680          28,875
    Selling, general and administrative                150,460         304,705         518,797         614,999
    Research and development                              --            53,125            --           159,375
    Non-dilution agreement termination costs          (149,240)           --           447,718            --
    Loss (gain) on settlement of debt                   21,900          (3,390)        206,150         (69,021)
    Interest expense                                    37,868         111,114         140,493         200,946
    Loss contingency                                      --              --              --           242,035
                                                  ------------    ------------    ------------    -------------
                                                        72,988         494,429       1,376,838        1,177,209
                                                  ------------    ------------    ------------    -------------

Loss from continuing operations                        (72,988)       (494,429)     (1,336,838)     (1,177,209)
                                                  ------------    ------------    ------------    -------------

Discontinued operations:
    Loss from discontinued operations                     --           (49,177)           --           (36,003)
                                                  ------------    ------------    ------------    -------------

Net Loss                                               (72,988)       (543,606)     (1,336,838)     (1,213,212)
Preferred stock dividends                              (27,075)        (27,075)        (81,225)        (81,225)
                                                  ------------    ------------    ------------    -------------

Net Loss Applicable to
    Common Stockholders                           $   (100,063)   $   (570,681)   $ (1,418,063)   $  (1,294,437)
                                                  ============    ============    ============    =============

Basic and Diluted Loss Per Common Share:
    Continuing operations                         $      (0.00)   $      (0.01)   $      (0.02)   $       (0.01)
    Discontinued operations                              (0.00)          (0.00)          (0.00)           (0.00)
                                                  ------------    ------------    -------------   -------------

                                                  $      (0.00)   $      (0.01)   $      (0.02)   $       (0.01)
                                                  ============    ============    =============   =============

Weighted Average Common Shares Outstanding -
    Basic and Diluted                               89,564,286      82,776,924      88,372,478       79,054,222
                                                  ============    ============    ============    =============


                                    See notes to condensed financial statements.

                                                             3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                         WATER CHEF, INC.
                     (A Development-Stage Company Commencing January 1, 2002)

                                CONDENSED STATEMENTS OF CASH FLOWS

                                            (Unaudited)


                                                                          Nine Months Ended
                                                                            September 30,
                                                                      --------------------------
                                                                         2002           2001
                                                                      -----------    -----------
                                                                     (As Restated   (As Restated
                                                                      See Note 2)    See Note 2)

CASH FLOWS FROM OPERATING ACTIVITIES
     <S>                                                              <C>            <C>
     Net loss                                                         $(1,336,838)   $(1,213,212)
          Adjustments to reconcile net loss to net cash
            used in operating activities
                Depreciation and amortization                               1,389            225
                Non-cash compensation                                      36,000        209,050
                Amortization of debt discount                                --           62,000
                Common stock issued for non-payment
                   of note and interest payable                              --           12,300
                Loss on settlement of debt                                206,150        (69,021)
                Non-dilution agreement termination cost                   447,718           --
         Change in assets and liabilities
            Inventories                                                   (26,250)      (419,348)
            Prepaid expenses and other current assets                      56,500        (26,396)
            Accounts payable and accrued expenses                         262,574        563,392
                                                                      -----------    -----------
         Net cash used in continuing operations                          (352,757)      (881,010)
         Net cash provided by (used in) discontinued operations              --         (275,598)
                                                                      -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                    (352,757)    (1,156,608)
                                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property, plant and equipment                               --             (551)
                                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable                                             --          450,000
     Repayment of notes payable                                              --          (25,000)
     Proceeds from sale of preferred and common stock                     359,000        621,426
                                                                      -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 359,000      1,046,426
                                                                      -----------    -----------

NET INCREASE (DECREASE) IN CASH                                             6,243       (110,733)

CASH AT BEGINNING OF PERIOD                                                35,512        158,100

                                                                      -----------    -----------
CASH AT END OF PERIOD                                                 $    41,755    $    47,367
                                                                      ===========    ===========


                           See notes to condensed financial statements.

                                                 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                WATER CHEF, INC.
           (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and the instructions to Form 10-QSB. Accordingly,
     they do not include all the information and footnotes required by generally
     accepted accounting principles for complete financial statements. In the
     opinion of management, all adjustments (which include only normal recurring
     adjustments) necessary to present fairly the financial position, results of
     operations and cash flows for all periods presented have been made. The
     results of operations for the nine month period ended September 30, 2002,
     are not necessarily indicative of the operating results that may be
     expected for the year ending December 31, 2002. These financial statements
     should be read in conjunction with the Company's December 31, 2001 Form
     10-KSB, financial statements and accompanying notes thereto.

     In November 2001, the Company sold its water cooler and filter operations
     segment. Accordingly, this segment of the Company's business is reported as
     discontinued operations for the three and nine months ended September 30,
     2002 and 2001. The three and nine months ended September 30, 2001 has been
     restated to reflect such operations as discontinued.

     The Company's condensed statements of operations and cash flows for the
     nine-month period ended September 30, 2002 represent the cumulative from
     inception information required by Statement of Financial Accounting
     Standards ("SFAS") No. 7, "Development Stage Enterprises."


2.   RESTATEMENT

     As a result of certain adjustments to the annual 10-KSB financial
     statements for the years ended December 31, 2002 and 2001, the Company is
     restating its Form 10-QSB filings included in those periods. The September
     30, 2002 and 2001 results were restated as a result of such adjustments.

     The Company has corrected an error relating to the accrual of non-dilution
     agreement termination cost and recording of certain other expenses and
     adjustments. The Company recorded a reduction of expenses of $149,241 and
     $559,856 for the three and nine months period ended September 30, 2002,
     respectively, as a result of these adjustments.

     The Company has corrected an error relating to the accrual of loss (gain)
     on settlement of debt and recording of certain other expenses and
     adjustments. The Company recorded additional expenses of $13,933 and
     $165,589 for the three and nine months period ended September 30, 2001,
     respectively, as a result of these adjustments

     The effect of the preceding adjustments on net loss and net loss per share
     for the three and nine-month periods ended September 30, 2002 and 2001 are
     as follows:

                                                 Three Months Ended September 30,
                                      ------------------------------------------------------
                                                2002                          2001
                                      -------------------------    -------------------------
                                          As                           As
                                      Previously         As        Previously        As
                                       Reported       Adjusted      Reported       Adjusted
                                      -----------   -----------    -----------   -----------
<S>                                   <C>           <C>            <C>           <C>
Net loss applicable to common stock   $  (249,304)  $  (100,063)   $  (556,748)  $  (570,681)
                                      ===========   ===========    ===========   ===========

Net loss per share                    $     (0.02)  $     (0.01)   $     (0.00)  $     (0.00)
                                      ===========   ===========    ===========   ===========

                                                  Nine Months Ended September 30,
                                      ------------------------------------------------------
                                                2002                          2001
                                      -------------------------    -------------------------
                                          As                           As
                                      Previously         As        Previously        As
                                       Reported       Adjusted      Reported       Adjusted
                                      -----------   -----------    -----------   -----------

Net loss applicable to common stock   $(1,977,919)  $(1,418,063)   $(1,128,848)  $(1,294,437)
                                      ===========   ===========    ===========   ===========

Net loss per share                    $     (0.02)  $     (0.02)   $     (0.01)  $     (0.01)
                                      ===========   ===========    ===========   ===========

                                               5
</TABLE>

<PAGE>


                                WATER CHEF, INC.
           (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



3.   GOING CONCERN

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. The Company has suffered
     recurring losses. Additionally, the Company had working capital and total
     capital deficiencies of approximately $2,845,000 and $3,247,000,
     respectively, at September 30, 2002. 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, raising additional capital through future issuances 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.


4.   RECENT ACCOUNTING PRONOUNCEMENTS

     a.   Effective January 1, 2002, the Company adopted SFAS No. 142 "Goodwill
          and Other Intangible Assets." Under SFAS No. 142, goodwill acquired in
          the acquisition will not be amortized but instead be tested annually
          for impairment. The adoption of SFAS No. 142 had no impact on the
          Company's financial position or results of operations.

     b.   In August 2001, the FASB issued Statement of Financial Accounting
          Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
          Disposal of Long-lived Assets." SFAS 144 superceded Statement of
          Financial Accounting Standards No. 121, "Accounting for the Impairment
          of Long-lived Assets and Assets to be Disposed of" and the accounting
          and reporting provisions of Accounting Principles Board Opinion No.
          30, "Reporting the Results of Operations - Reporting the Effects of
          Disposal of a Segment of a Business, and Extraordinary, Unusual and
          Infrequently Occurring Events and Transactions." SFAS 144 also amends
          Accounting Research Bulletin No. 51, "Consolidated Financial
          Statements," to eliminate the exception to consolidation for a
          subsidiary for which control is likely to be temporary. The provisions
          of SFAS 144 are effective for fiscal years beginning after December
          15, 2001.

          The most significant changes made by SFAS 144 are (1) goodwill is
          removed from its scope and, therefore, it eliminates the requirements
          of SFAS 121 to allocate goodwill to long-lived assets to be tested for
          impairment, and (2) it describes a probability-weighted cash flow
          estimation approach to apply to situations in which alternative
          courses of action to recover the carrying amount of long- lived assets
          are under consideration or a range is estimated for the amount of
          possible future cash flows. The Company's adoption of SFAS 144 on
          January 1, 2002 did not have a material effect on its financial
          position or results of operations.

     c.   On April 30, 2002, the FASB issued SFAS No. 145, "Rescission of FASB
          Statement No. 4, 44 and 64, Amendment of FASB Statement No.13, and
          Technical Corrections." The rescission of SFAS No.4, "Reporting Gains
          and Losses from Extinguishments, and SFAS No.64, "Extinguishments of
          Debt Made to Satisfy Sinking Fund Requirements," which amended SFAS
          No.4 will affect income statement classification of gains and losses
          from extinguishment of debt. SFAS No.4 requires that gains and losses
          from extinguishment of debt be classified as an extraordinary item, if
          material. Under SFAS No. 145, extinguishment of debt is now considered
          a risk management strategy by the reporting enterprise and the FASB
          does not believe it should be considered extraordinary under the
          criteria in APB Opinion No.30, "Reporting the Results of Operations -
          Reporting the Effects of Disposal of a Segment of a Business, and
          Extraordinary, Unusual and Infrequently Occurring Events and
          Transactions," unless the debt extinguishment meets the unusual in
          nature and infrequency of occurrence criteria in APB Opinion No. 30.
          SFAS No. 145 will be effective for fiscal years beginning after May
          15, 2002. The Company has not yet determined the impact of SFAS No.145
          on its financial position and results of operations, if any.

                                       6

<PAGE>


                                WATER CHEF, INC.
           (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



4.   RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

     d.   In June 2002, the FASB issued SFAS No.146, "Accounting for Costs
          Associated with Exit or Disposal Activities." SFAS No. 146 addresses
          financial accounting and reporting for costs associated with exit or
          disposal activities and nullified Emerging Issues Task Force Issue No.
          94-3, "Liability Recognition for Certain Employee Termination Benefits
          and Other Costs to Exit an Activity (including Certain Costs Incurred
          in a Restructuring)." SFAS No. 146 requires that a liability for a
          cost associated with an exit or disposal activity be recognized when
          the liability is incurred. A fundamental conclusion reached by the
          FASB in this statement is that an entity's commitment to a plan, by
          itself, does not create a present obligation to others that meets the
          definition of a liability. SFAS No. 146 also establishes that fair
          value is the objective for initial measurement of the liability. The
          provisions of this statement are effective for exit or disposal
          activities that are initiated after December 31, 2002, with early
          application encouraged. The Company has not yet determined the impact
          of SFAS No.146 on its financial position and results of operations, if
          any.


5.   PREFERRED STOCK:

     -    At September 30, 2002, dividends in arrears on preferred stock was
          $747,331.

     -    In September 2002, the Company's Board of Directors approved the
          Private Placement Sale of 125,000 shares of One-Year 15% Convertible
          Preferred stock at $1.00 per share. These shares convert to the
          Company's common stock at $0.03 per share, or 33.33 shares of common
          for each $1.00 invested. All accrued dividends payable are payable in
          shares of common stock.

          In September 2002, the Company sold 37,000 shares for $37,000. These
          funds are not refundable to the investor, as such, these amounts have
          been recorded as "Stock to be issued" in the accompanying financial
          statements.


6.   COMMON STOCK

     -    In February 2002, the Company's Board of Directors approved the
          increase in the number of authorized common shares to 190,000,000
          pending shareholders' approval.

     -    During the nine months ended September 30, 2002, the Company sold
          2,500,000 shares of its common stock, for net proceeds of $100,000.

                                       7

<PAGE>


                                WATER CHEF, INC.
           (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



6.   COMMON STOCK (Continued)

     -    During the nine months ended September 30, 2002, the Company issued an
          aggregate of 450,000 shares of its common stock for consulting
          services totaling $36,000.

     -    During the nine months ended September 30, 2002, the Company received
          $200,000 for 4,000,000 shares of its common stock to be sold, which
          shall be issued upon the approval of the shareholders on the increase
          of the authorized capital shares of the Company. These funds are not
          refundable to the investor, as such these amounts have been recorded
          as "Stock to be issued" in the accompanying financial statements.
          These shares are not included for basic and diluted earnings per share
          calculations.

     -    During the nine months ended September 2002, the Company collected
          $22,000 of the stock subscription receivable.


7.   COMMON STOCK TO BE ISSUED

     During the quarter ended September 30, 2002, the Company recorded a
     liability for common stock to be issued for the following transactions:

     a.   Cash

     During the year end December 31, 2002, the Company received $200,000 for
     4,000,000 shares of its common stock. These shares, will be issued upon the
     approval by the stockholders on the increase in the number of authorized
     common shares of the Company. These shares are not included in the loss per
     share calculations.

     In September 2002, the Company sold 37,000 shares for $37,000. These funds
     are not refundable to the investor, as such, these amounts have been
     recorded as "Stock to be issued" in the accompanying financial statements.

     b.   Non-Dilution Agreement Termination Cost

     In May 2002, the Company agreed to issue to the Company's President and
     Chief Executive Officer, and to related parties of such, an aggregate of
     14,923,958 shares of its common stock in connection with the voluntary
     surrender of a non-dilution agreement that the President had entered into
     with the Company in June 1997. These shares are not included in the loss
     per share calculations.

     Since the issuance of these shares is subject to stockholder approval, the
     measurement date for purposes of valuation will be established when such
     stockholder approval has been obtained. Accordingly, the Company is
     utilizing variable accounting to determine the value of these shares and
     the related liability is included in common stock to be issued. The Company
     has recorded the liability of approximately $448,000 based upon the market
     price of its shares as of September 30, 2002.

     c.   Settlement of Debt

     The Company was a defendant in an action brought by certain debenture
     holders (The "Bridge Loans") in New Hampshire Superior Court seeking
     repayment of $300,000 of debenture principal together with interest from
     1997, and the issuance of penalty shares for non payment of principal and
     interest. In addition, the plaintiff's claim that they had suffered by the
     Company's failure to register the shares issued under the warrant
     agreement.

     The Company had interposed defenses and counterclaims. In June 1997, in
     connection with the debentures, the Company had issued 6,667 shares of
     common stock for every $1,000 of debt at a price of $0.15 per share. The
     Company claimed that it was owed the $300,000 consideration for such
     shares. In addition, the Company had issued warrants for the purchase of
     2,500,000 shares of common stock at an exercise price of $0.15 per share
     exercisable until March 2002.

                                        8

<PAGE>


                                WATER CHEF, INC.
            (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



7.   COMMON STOCK TO BE ISSUED (Continued)

     Furthermore, the Company had issued another 100,000 shares of common stock
     to each debenture holder, or 1,300,000 shares, at a price of $0.15 per
     share.

     In the second quarter of 2002, the Company and the Bridge Lenders
     participating in the legal action, settled this dispute requiring the
     Company to: (i) Issue 3,000,000 shares of common stock valued at $497,500
     in lieu of the principal and interest owed to the debenture holders who
     participated ("participants") in this legal action. The Company prior to
     the settlement had recorded the debentures at $300,000, plus accrued
     interest of $39,400, for a total of $339,400. The difference between the
     $497,500 settlement and the $339,400, or $158,100, is recorded as a loss on
     settlement of debt. (ii) Extend the warrants attached to the participants'
     debentures for another two years until March 2004, for which the Company
     has recorded a non cash expense charge of $111,000 (see Note 11) and (iii)
     Issue additional shares if the product of the $497,500, as valued for the
     3,000,000 shares above, divided by the average daily trading price for the
     30 days subsequent to the settlement, is greater than the original
     3,000,000 shares. Due to these requirements the Company is obligated to
     issue an additional 14,037,671 shares, due to the average trading price of
     $0.0292 in the 30 days subsequent to the settlement. As of September 30,
     2002, neither the 3,000,000 nor the additional shares of 14,037,671 have
     been issued, and accordingly the Company has recorded these shares as
     common stock to be issued valued at $497,500. These shares are not included
     in the loss per share calculations.

     The debenture holders that did not participate ("non-participating
     debentures") in the above legal action had total debentures of $75,000,
     plus accrued interest of $9,850 as of the settlement date, totaling
     $84,850. In conjunction with the above settlement, the Company settled
     these outstanding non-participating debentures, plus accrued interest, with
     the issuance of 750,000 shares of common stock valued at $0.0292 per share,
     or $21,900. The terms of their warrants were not extended, nor are they
     entitled to receive additional shares based on the Company's common stock
     achieving a certain average trading price 30 days subsequent to the
     settlement with the participating debenture holders. The Company has
     recorded a $62,950 gain with regard to the settlement of the non-
     participating debentures. As of September 30, 2002, the 750,000 shares have
     not been issued, and accordingly the Company has recorded these shares as
     common stock to be issued valued at $21,900. These shares are not included
     in the loss per share calculations.

     The total shares to be issued upon stockholder approval of the increase in
     the authorized stock of the Company as a result of the transactions
     described above aggregate 36,711,629.


8.   COMMITMENTS AND CONTINGENCIES

     -    The Company is a defendant in an action, brought by a customer,
          relating to a series of contracts that the Company entered into. These
          contracts were with the Company's discontinued water cooler and filter
          operation. Such operations were sold in November 2001, however legal
          actions with regards to the operations prior to the sale, remain the
          Company's responsibility. The customer claims that the Company
          breached these contracts by shipping certain goods that did not
          conform to the contract. Most of the damages that the customer seeks
          consist of lost business profits. Company management, and legal
          counsel, believe that the action is without merit. The Company has
          made a $5,000 settlement offer to the customer, for the nuisance value
          of the lawsuit. The customer has rejected such offer, and has proposed
          a $75,000 settlement. No provision has been provided for at September
          30, 2002.

                                        9

<PAGE>


                                WATER CHEF, INC.
            (A Development-Stage Company Commencing January 1, 2002)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



8.   COMMITMENTS AND CONTINGENCIES (Continued)

     -    In May 2001, the Company entered a distribution agreement with a
          company (the "Sub distributor") based in the State of Jordan. The Sub
          distributor has agreed to purchase no fewer than 100 units of the
          Company's "PureSafe Water Station", in the calendar year commencing
          January 1, 2001. A minimum purchase of 50 units are required to be
          purchased in each of the subsequent years commencing January 1, 2002
          and 2003, respectively. During the year ended December 31, 2001, 18
          units have been shipped under this agreement. The sale will be
          recognized when the Company receives payments. The Company has
          recorded the costs of the inventory shipped in cost of sales, since
          return of the items is uncertain.

          The Company is a plaintiff in a criminal action brought before the
          court in the Kingdom of Jordan, claiming the full payment for PureSafe
          Water Stations shipped, its related costs and damages. Criminal
          charges have been brought against a former sub-distributor and against
          two management employees of the Jordan National Bank and against the
          Jordan National Bank. A trial date has not yet been set.


9.   SUBSEQUENT EVENT

     In October 2002 the Company sold an additional $35,500 of their 15%
     Convertible Preferred Stock at $1.00 per share.

                                       10

<PAGE>


ITEM II: Management's Discussion and Analysis or Plan of Operations


 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
         negotiated 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 municipally treated water, or for those whose
         municipal systems have been compromised, either by environmental
         factors or because of faulty design or maintenance.

 Results of Operations

         During 2001 Water Chef made the strategic decision to exit the water
         cooler and consumer filter segments of its business in order to
         concentrate its resources on the development of the market for the
         PureSafe Water Station. With the sale of these assets consummated in
         December 2001, the Company's water cooler and consumer businesses are
         reported as discontinued operations for the three month and nine month
         periods ended September 30, 2001, resulting in a loss from discontinued
         operations of $49,177 and $36,003 for the three and nine month periods
         respectively. The discontinued operations were sold in December 2001,
         and no operations existed for theses businesses in 2002.

         For the three month periods ended September 30, 2002 and September 30,
         2001 Water Chef reported no revenues. For the nine month periods ended
         September 30, 2002 and September 30, 2001 the Company reported revenues
         of $40,000 and $0 respectively. The PureSafe unit purchased in the
         first quarter of 2002 by White Cross Partners for placement in Honduras
         was delivered in the Third Quarter, the personnel responsible for its
         operation and maintenance were trained, and the Catholic Diocese of
         Tegucigalpa is producing pure water for the people on a daily basis.
         White Cross Partners expects to purchase additional units in the Fourth
         Quarter.

         Cost of sales for the three and nine month periods ended September 30,
         2002 were $12,000 and $63,680, respectively, compared to $28,875 in the
         three and nine month periods ended September 30, 2001.

         Selling, general and administrative expenses for the three months ended
         September 30, 2002 were $150,460 compared to $304,705 for the three
         months ended September 30, 2001, a decrease of $154,245 or 51%; and
         $518,797 for the nine months ended September 30, 2002 compared to
         $614,999 for the nine months ended September 30, 2001, a decrease of
         $96,202 or 16%. The reduction in expenses is primarily due to reduced
         staffing and consulting costs and lower rent, business travel and
         marketing expenses.

         Water Chef has incurred no research and development expense in 2002,
         compared to $53,125 and $159,375 for the three and nine month periods
         ended September 30, 2001. During the first nine months of 2002 the
         Company negotiated the settlement of debt and accrued interest for
         stock, which resulted in a reported loss of $206,150 in the nine months
         ended September 30, 2002.

                                       11

<PAGE>


         During the nine months ended September 30, 2002 the Company agreed to
         issue to the President and Chief Executive Officer, and related
         parties, an aggregate 14,923,958 shares of its common stock under the
         terms of a non-dilution agreement which the Company and the President
         had entered into in 1997. The President subsequently, on behalf of
         himself and all related parties, voluntarily surrendered all future
         rights under this agreement. This non-cash event was valued at the
         then-current market price of $0.03 per share or $447,000, and
         represents a non-cash cost to the Company. During the nine months ended
         September 30, 2002, the Company did not issue any shares under the
         terms of this agreement.

         Interest expense for the three months ended September 30, 2002 was
         $37,868 compared to $111,114 for the three months ended September 30,
         2001, a decrease of $73,246 or 66%. The reduction in interest expenses
         for the quarter ended September 30, 2002 as compared to September 30,
         2001, is primarily due to the amortization of a debt discount that
         occurred in the third as well as the second quarter of 2001. The
         Company has interest expense of $140,493 for the nine months ended
         September 30, 2002 compared to $200,946 for the nine months ended
         September 30, 2001, a decrease of $60,453 or 30%. In the nine months
         ended September 30, 2002 the Company settled various notes payable, and
         issued additional notes payable, that are currently outstanding as of
         September 30, 2002. For the nine months ended September 30, 2001, the
         Company's interest expense of $200,946, includes $62,000 of amortized
         debt discount. For the nine months ended September 30, 2002, the
         Company's interest expense of $140,493 does not include the
         amortization of debt discount.

 Liquidity and Capital Resources

         At September 30, 2002, the Company had a stockholders' deficit of
         approximately $3,247,000 and a working capital deficit of approximately
         $2,845,000. In addition the Company has incurred losses from continuing
         operations of approximately $73,000 and $1,377,000 for the three and
         nine month periods ended September 30, 2002. The accompanying financial
         statements have been prepared assuming 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 issues 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 honor all of its 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.

         In the second quarter 2002 the Company reached a negotiated settlement
         concerning certain debentures and accrued interest payable aggregating
         $339,400. The terms of the settlement agreement call for the issuance
         of 3,000,000 shares of common stock to be valued at $497,500. The
         difference between the $497,500 settlement and the $339,400, or
         $158,100, is recorded as a loss on settlement of debt. An additional
         14,037,671 shares are to be issued due to Company's per share stock
         price over a 30 trading day measurement period, not having achieved the
         $0.15 per share value as set by the initial valuation of the 3,000,000
         shares at $497,500. The remaining conditions of the settlement,
         requires that the Company extend the exercise period for 1,666,666
         warrants, attached to these notes payable when originally issued in May
         1997, for an additional two years through June 2004, and that the
         Company files a registration statement with the Securities and Exchange
         Commission within 180 days of the agreement, to register the 17,037,671
         shares. As of September 30, 2002, neither the 3,000,000 nor the
         additional shares of 14,037,671 have been issued Debenture holders not

                                       12

<PAGE>


         included in the above settlement. ("non- participating debentures"),
         settled their debentures of $75,000, plus accrued interest of $9,850,
         with the issuance of 750,000 shares of common stock valued at $0.0292
         per share. The terms of their warrants were not extended, nor are they
         entitled to receive additional shares based of the Company's common
         stock achieving a certain average trading price 30 days subsequent to
         the settlement with the participating debenture holders. The Company
         has recorded a $62,950 gain with regard to the settlement of the
         non-participating debentures. As of September 30, 2002, the 750,000
         shares have not been issued.

         During the nine months ended September 30, 2002 the Company raised
         $100,000 from the sale of 2,500,000 shares of common stock. In
         addition, the Company sold non refundable subscriptions to purchase
         4,000,000 shares of common stock at $0.05 per share, for a total
         receipt of $200,000, and 37,000 shares of 15% Convertible Preferred
         stock for $37,000. Since these shares have not been issued, they have
         been recorded as "Stock to be issued" in the accompanying financial
         statements. These shares are not included for basic and diluted
         earnings per share calculations. During the nine months ended September
         30, 2002 the Company received payment of $22,000 for shares issued in
         2001, which was accounted for as stock subscription receivable.

         The Company also issued 450,000 shares of common stock, in lieu of cash
         for consulting services performed.

         During the nine month period ended September 30, 2001 the Company
         raised $584,770 through the sale of 11,536,246 shares of common stock
         and settled accounts payable, notes payable and accrued interest of
         $120, 595 with the issuance of 1,210,000 shares of common stock.

         In May 2002, the Company issued to its President and Chief Executive
         Officer, and related parties, an aggregate 14,923,958 shares of common
         stock, in connection with the voluntary surrender of a non- dilution
         agreement that the President had entered into with the Company in June
         1997.


 ITEM 3 - CONTROLS AND PROCEDURES

(a) Evaluation of  Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures conducted
within 90 days of the date of filing this quarterly report on Form 10-QSB, our
Chief Executive Officer and the Chief Financial Officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-(c) and 15d-(c)
promulgated under the Securities Exchange Act of 1934 are effective.

(b) Changes in Internal Controls

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, and no corrective actions with regard to significant deficiencies
and material weaknesses were taken.

                                       13

<PAGE>


         Part II           OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         The Company is a defendant in an action brought by a customer relating
         to contracts between the Company and the customer. These contracts,
         covering the period 1996 to 1998, were with the Company's discontinued
         water cooler and consumer filter operation. These segments were sold in
         December 2001, however legal actions with regard to these operations
         prior to the sale remain the Company's responsibility. The customer
         claims breach of contract, maintaining that the Company shipped goods
         that did not meet the customer's specification. The customer seeks
         damages in the form of lost opportunity and lost business profits. The
         Company and its legal counsel believe that the action is without merit.
         The Company has made a $5,000 settlement offer, for the nuisance value
         of the case. The customer refused the offer, and has proposed a $75,000
         settlement. No provision has been provided for at September 30, 2002.

         The Company is a plaintiff in a criminal action brought before the
         court in the Kingdom of Jordan, claiming the full payment for PureSafe
         Water Stations shipped, its related costs and damages. Criminal charges
         have been brought against a former sub-distributor and against two
         management employees of the Jordan National Bank and against the Jordan
         National Bank. A trial date has not yet been set.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         At September 30, 2002, dividends in arrears on preferred stock was
         $747,331.

         In September 2002, the Company's Board of Directors approved the
         Private Placement Sale of 125,000 shares of One-Year 15% Convertible
         Preferred stock at $1.00 per share. These shares convert to the
         Company's common stock at $0.03 per share, or 33.33 shares of common
         for each $1.00 invested. All accrued dividends payable are payable in
         shares of common stock.

         In September 2002, the Company sold 37,000 shares for $37,000. These
         funds are not refundable to the investor, as such, these amounts have
         been recorded as "Stock to be issued" in the accompanying financial
         statements.

         In February 2002, the Company's Board of Directors approved the
         increase in the number of authorized common shares to 190,000,000
         pending shareholders' approval.

         During the nine months ended September 30, 2002, the Company sold
         2,500,000 shares of its common stock, for net proceeds of $100,000.

         During the nine months ended September 30, 2002, the Company issued an
         aggregate of 450,000 shares of its common stock for consulting services
         totaling $36,000.

         During the nine months ended September 30, 2002, the Company received
         $200,000 for 4,000,000 shares of its common stock to be sold, which
         shall be issued upon the approval of the shareholders on the increase
         of the authorized capital shares of the Company. These funds are not
         refundable to the investor, as such these amounts have been recorded as
         "Stock to be issued" in the accompanying financial statements. These
         shares are not included for basic and diluted earnings per share
         calculations.

         During the nine months ended September 2002, the Company collected
         $22,000 of the stock subscription receivable.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None

                                       14

<PAGE>


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         A preliminary Proxy for the purpose of increasing the authorized common
         stock of the Corporation was submitted to the SEC, whose questions and
         comments are being addressed before resubmission. Upon approval by the
         SEC, the proxy will be mailed to the shareholders and a vote by the
         shareholders will be scheduled.



ITEM 5 - OTHER INFORMATION

         None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit

99.1   - Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1350,
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       Reports on Form 8-K

       No reports were filed on Form 8-K during the quarter ended September 30,
2002.

                                       15

<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.



                                            WaterChef, Inc.

July 9, 2003                                /s/  David A. Conway
Date                                        ----------------------------------
                                                 David A. Conway
                                                 President, Chief Executive
                                                 Officer, and Chief Financial
                                                 Officer
                                                 (Principal Operating Officer)

                                       16

<PAGE>


                                  CERTIFICATION



I, David A. Conway, certify that:

I have reviewed this quarterly report on Form 10-QSB of WaterChef, Inc.;

Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared; Evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in our financial controls; and Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



/s/  David A. Conway
-----------------------
     David A. Conway
     President and Chief Executive Officer
     and Chief Financial Officer


July 9, 2003

                                       17