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 June 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             (IRS Employer
         of 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                                       August 23 , 2002
         -----                                       -----------------
         Common
         Par value $0.001 per share                   89,921,416








                                 WATERCHEF, INC.
                                  Form 10 - QSB
                       For the Quarter Ended June 30, 2002


                                Table of Contents


                         Part I - FINANCIAL INFORMATION

                                                                           Page

Item 1   Financial Statements (Unaudited)

         Balance sheet as of June 30, 2002                                   2

         Statements of operations for the six and three month periods
         ended June 30, 2002 and 2001                                        3

         Statements of cash flows for the six month periods
         ended June 30, 2002 and 2001                                        4

         Notes to Financial Statements                                   5 - 9

Item II  Management's Discussion and Analysis or Plan of Operation      10 - 11


                           Part II - OTHER INFORMATION


Item 1 Legal Proceedings                                                     12

Item 2 Changes in Securities and Use of Proceeds                             13

Item 3 Default upon Senior Securities                                        13

Item 4 Submission of Matters to a Vote of Security Holders                   13

Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8-K          13

Signatures                                                                   14



<PAGE>






                                WATER CHEF, INC.

                                  BALANCE SHEET

                                  JUNE 30, 2002

                                   (Unaudited)





<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                               <C>
CURRENT ASSETS:
      Cash                                                                        $        75,089
      Inventories                                                                         146,000
      Prepaid expenses and other current assets                                             9,662
                                                                                  ---------------
          TOTAL CURRENT ASSETS                                                            230,751

PATENTS AND TRADEMARKS (net of
      accumulated amortization of $2,308)                                                  23,747
                                                                                  ---------------
                                                                                  $       254,498
                                                                                  ===============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Accounts payable                                                            $       193,747
      Accrued expenses and other current liabilities                                    1,441,556
      Notes payable (including accrued interest of $214,412)                            1,372,583
      Preferred dividends payable                                                         720,256
      Loans payable to shareholder (including accrued interest of $45,550)                418,332
      Net liabilities of discontinued operations                                          299,779
                                                                                   --------------
           TOTAL CURRENT LIABILITIES                                                    4,446,253
                                                                                   --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
      Preferred stock, $.001 par value;
          10,000,000 shares authorized;
          145,500 shares issued and outstanding                                               145
      Common stock, $.001 par value;
          90,000,000 shares authorized;
          89,564,286 shares issued and outstanding                                         89,564
      Additional paid in capital                                                       10,182,933
      Stock subscription receivable                                                       (45,500)
      Common stock to be issued                                                           200,000
      Treasury stock, 4,400 common shares, at cost                                         (5,768)
      Accumulated deficit                                                             (14,613,129)
                                                                                   --------------
           TOTAL STOCKHOLDERS'  DEFICIT                                                (4,191,755)
                                                                                   --------------
                                                                                   $      254,498
                                                                                   ==============
</TABLE>



                                       2

<PAGE>



                                WATER CHEF, INC.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)


<TABLE>
<CAPTION>

                                                        Three Months Ended June 30,     Six Months Ended June 30,
                                                       -----------------------------  -----------------------------
                                                           2002           2001            2002            2001
                                                       -------------  --------------  --------------  -------------
<S>                                                    <C>            <C>             <C>             <C>
Sales                                                  $          -   $           -   $      40,000   $          -
                                                       -------------  --------------  --------------  -------------
Costs and Expenses:
     Cost of sales                                           26,200               -          43,480              -
     Selling, general and administrative                    231,989         361,907         455,823        531,873
     Research and development                                     -          53,125               -        106,250
     Non-dilution agreement termination cost              1,044,677               -       1,044,677              -
     Loss (Gain) on settlement of debt                       73,250        (140,631)         73,250       (140,631)
     Interest expense                                        59,868          24,173          97,236         33,632
                                                       -------------  --------------  --------------  -------------
                                                          1,435,984         298,574       1,714,466        531,124
                                                       -------------  --------------  --------------  -------------
Loss from continuing operations                          (1,435,984)       (298,574)     (1,674,466)      (531,124)
                                                       -------------  --------------  --------------  -------------
Gain from discontinued operations                                 -          48,744               -         13,174
                                                       -------------  --------------  --------------  -------------
Net loss                                                 (1,435,984)       (249,830)     (1,674,466)      (517,950)

Preferred stock dividends                                   (27,075)        (27,075)        (54,150)       (54,150)
                                                       -------------  --------------  --------------  -------------
Net loss applicable to
     common stock                                      $ (1,463,059)  $    (276,905)  $  (1,728,616)  $   (572,100)
                                                       =============  ==============  ==============  =============
Basic and Diluted Loss Per Common Share:
     Continuing operations                             $      (0.02)  $       (0.00)  $       (0.02)  $      (0.01)
     Discontinued operations                                      -            0.00               -           0.00
                                                       -------------  --------------  --------------  -------------
                                                       $      (0.02)  $       (0.00)  $       (0.02)  $      (0.01)
                                                       =============  ==============  ==============  =============
Weighted Average Common Shares Outstanding -
     Basic and Diluted                                   88,591,759      80,872,830      87,608,485     76,570,859
                                                       =============  ==============  ==============  =============


</TABLE>

                       See notes to financial statements.

                                        3



<PAGE>



                                 WATER CHEF INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                          Six Months Ended June 30,
                                                                                   ----------------------------------------
                                                                                       2002                     2001
                                                                                   --------------          --------------
<S>                                                                                <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                       $  (1,674,466)          $    (517,950)
       Adjustments to reconcile net loss to
          net cash used in operating activities
            Loss from discontinued operations                                                  -                 (13,174)
            Depreciation and amortization                                                    926                     176
            Non-cash compensation and other services                                           -                  36,750
            Loss (Gain) on settlement of debt                                             73,250                (140,631)
            Non-dilution agreement termination cost                                    1,044,677                       -
            Amortization of debt discount                                                      -                  31,000
            Write-off of note-payable                                                          -                (104,081)
       Change in assets and liabilities
          Inventories                                                                     13,250                (497,000)
          Other current assets                                                                 -                 (26,464)
          Accounts payable and accrued expenses                                          240,988                 880,702
                                                                                   --------------          --------------
       Net cash used in continuing operations                                           (301,375)               (350,671)
       Net cash provided by (used in) discontinued operations                             20,667                (463,271)
                                                                                   --------------          --------------
NET CASH USED IN OPERATING ACTIVITIES                                                   (280,708)               (813,943)
                                                                                   --------------          --------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property, plant and equipment                                                  -                    (551)
                                                                                   --------------          --------------
NET CASH USED IN INVESTING ACTIVITIES                                                          -                    (551)
                                                                                   --------------          --------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                                                                -                 450,000
    Repayment of note payable                                                                  -                 (25,000)
    Proceeds from sale of common stock and exercise of warrants                          322,000                 584,770
                                                                                   --------------          --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                322,000               1,009,770
                                                                                   --------------          --------------
NET INCREASE IN CASH                                                                      41,292                 195,276

CASH AT BEGINNING OF PERIOD                                                               33,797                 158,100

                                                                                   --------------         --------------
CASH AT END OF PERIOD                                                              $      75,089          $      353,376
                                                                                   ==============         ==============
    Non-cash financing and investing activities:
       Common stock issued for debt                                                $           -          $      110,995
                                                                                   ==============         ==============
       Common stock issued for accrued expenses                                    $      36,000          $            -
                                                                                   ==============         ==============
</TABLE>


                       See notes to financial statements.

                                        4



<PAGE>



                                WATER CHEF, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         Six Months Ended June 30, 2002
                                   (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 six month period
ended June 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's  sold their water cooler and filter  operations
segment.  Accordingly,  this  segment of the  Company's  business is reported as
discontinued  operations  for the three and six months  ended June 30,  2002 and
2001.  The three and six months ended June 30, 2001 has been restated to reflect
such operations as discontinued.

2. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has had recurring losses.
Additionally,  the Company had working capital and total capital deficiencies of
approximately $4,216,000 and $4,192,000,  respectively,  at June 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.

                                        5


<PAGE>



3. 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 No. 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 No. 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>

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.

4. DIVIDENDS ON PREFERRED STOCK:

At June 30, 2002, dividends in arrears on preferred stock was $720,256.

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

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

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

During the six months ended June 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. Such amount has been recorded as "Common stock to be issued" in the
accompanying financial statements.

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

                                       7
<PAGE>


6. LOSS ON 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 plaintiffs 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 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 April 2002. 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  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 June 2004,  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 June 30, 2002, neither the 3,000,000 nor the additional shares
of 14,037,671 have been issued.



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. In conjunction  with the above  settlement,
the Company has settled these  outstanding  non-participating  debentures,  plus
accrued interest,  with the issuance of 750,000 shares of common stock valued at
a share price to be  determined.  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
$84,850 gain with regard to the settlement of the non-participating  debentures.
As of June 30, 2002, the 750,000 shares have not been issued.


7. NON-DILUTION  AGREEMENT  TERMINATION COST In May 2002, the Company has agreed
to issue to the Company's President and Chief Executive Officer, and the 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.  The  Company  has
recorded the liability of  approximately  $1,045,000 based upon the market price
of its  shares in May 2002,  which is  included  in accrued  expenses  and other
current liabilities.

8. SUBSEQUENT EVENT During the six months ended June 2002, the Company agreed to
issue an  aggregate  of  1,175,000  shares of its  common  stock for  consulting
services totaling $92,000.

                                    8


<PAGE>

9.  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.  The Company has made a provision  of $5,000 for this  lawsuit as of
June 30, 2002.

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  "Pure Safe 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 costs of sales, since return of the items is uncertain.

51 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


<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         RESULTS OR PLAN OF OPERATIONS.

                                  INTRODUCTION

Until the fourth quarter of 2001,  WaterChef 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 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

During 2001,  WaterChef 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 filter businesses are reported as discontinued operations for the three
months and six month  periods  ended  June 30,  2002,  resulting  in a gain from
discontinued  operations  of  $48,744  and  $13,174  for the three and six month
periods respectively.

For the three months ended June 30, 2002 and June 30, 2001,  WaterChef  reported
no revenues.  For the six months  periods  ended June 30, 2002 and June 30, 2001
the Company reported revenues of $40,000 and $0 respectively.

Cost of sales  for the  three and six month  periods  ended  June 30,  2002 were
$26,200  and  $43,480  respectively,  compared  to $0 in the three and six month
periods ended June 30, 2001.

Selling, general and administrative expenses for the three months ended June 30,
2002 were  $231,989,  compared  to  $221,276  for the year  earlier  period,  an
increase of 5%; and $455,823 for the six months ended June 30, 2002  compared to
$391,242 for the six months ended June 30, 2001,  an increase of 17%,  primarily
due to higher factory rent and overhead expenses in the current period.

The Company has incurred no research and development  expenses in 2002, compared
to  $53,125  and  $106,250  for the three and six month  periods  ended June 30,
2001.During  the first six months of 2002 the Company  negotiated the settlement
of debt and accrued interest for shares of the Company's  stock,  which resulted
in a reported loss of $73,750 in the six months ended June 30, 2002.

                                       10


<PAGE>



A gain from  discontinued  operations of $ 48,744 and $13,174  respectively  was
reported for the three and six month periods ended June 30, 2001, compared to $0
for the comparable  periods in 2002. The  discontinued  operations  were sold in
December 2001, and no operations existed for these businesses in 2002.

During  the  second  quarter  of 2002,  the  Company  has agreed to issue to the
Company's  President and Chief  Executive  Officer,  and the 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 Company and the
President had entered into in June,  1997. This non-cash event of  approximately
$1,045,000 was valued at the  then-current  market price of $0.07 per share, and
represents a non-cash cost to the Company.

LIQUIDITY AND CAPITAL RESOURCES

At June 30,  2002 the  Company  had a  stockholders'  deficit  of  approximately
$4,192,000  and a  working  capital  deficit  of  approximately  $3,797,000.  In
addition  the  Company  has  incurred  losses  from  continuing   operations  of
approximately  $1,436,000  and $ 1,674,000 for the three and six months  periods
ended June 30, 2002. The  accompanying  financial  statements have been prepared
assuming  that the Company  will  continue as a going  concern.  However,  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 satisfy  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.

Management is currently  attempting to settle or restructure the remaining debt,
including that debt related to the discontinued operations. In the quarter ended
June 30, 2002 the  Company  reached a  negotiated  settlement  concerning  notes
payable and accrued interest aggregating  $423,750.  The terms of the settlement
agreement  called for the issuance of  3,000,000  shares of common  stock.  As a
further  condition  of  the  settlement  agreement,  the  Company  must  file  a
registration  statement with the Securities and Exchange  Commission  within 180
days to register  these shares.  In addition,  an aggregate of 750,000 shares of
common  stock were  issued to the  debenture  holders  who were not party to the
settlement.

During the six months ended June 30, 2002, the Company raised  $300,000 from the
sale of  6,500,000  shares of common  stock.  However,  the  Company  has issued
2,500,000  shares of common stock so far for $100,000.  Since the Company cannot
issue the shares of common stock due to pending  approval of shareholders on the
increase of  authorized  share  capital,  4,000,000  shares of common  stock for
$200,000  is  appropriately  disclosed  as  "Common  stock to be  issued"  under
Stockholders'  deficit. In addition, the Company received payment of $22,000 for
shares  issued  during  2001  which was  accounted  for as a stock  subscription
receivable.  The Company also issued 450,000 shares of common stock,  in lieu of
cash for consulting services  performed.  During the six month period ended June
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.

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

                                       11


<PAGE>



                            PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

The Company is a defendant  in an action,  brought by a customer,  relating to a
series of contracts the Company  entered  into.  These  contracts  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's  management and legal
counsel believe that the action is without merit.  The Company has made a $5,000
settlement  offer for the nuisance value of the lawsuit.  The customer  rejected
the offer  and has  proposed  a $75,000  settlement.  The  Company  has made the
provision of $5,000 for this lawsuit as of June 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 also the  damages  from a customer  in Jordan.
Jordanian  counsel has been  retained  and is  confident  that the Company  will
prevail.

                                       12


<PAGE>



Item 2 Changes in Securities and Use of Proceeds

None

Item 3 Defaults upon Senior Securities

None

Item 4 Submissions of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6 Exhibits and Reports on Form 8-K

                                    Exhibits:

99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

                              Reports on Form 8-K:

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

                                       13



<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:    February 26, 2003                /s/David A. Conway
                                          ---------------------------------

                                          David A. Conway
                                          President, and Chief Executive Officer
                                          (Principal Operating Officer)



                                       14



<PAGE>



WaterChef, Inc.
                              1007 Glen Cove Avenue
                            Glen Head, New York 11545
                              Phone: (516) 656-0059
                               Fax: (516) 656-9095

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section  906 of the  Sarbanes-Oxley  Act of 2002 (18 U.S.C.  Section
1350)

Pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 ( 18 U.S.C.  Section
1350), the undersigned,  David A. Conway, President and Chief Executive Officer,
and Acting Chief Financial Officer, of WaterChef,  Inc., a Delaware  Corporation
(the " Company"), does hereby certify, to his knowledge, that:

The  Quarterly  Report on Form 10-QSB for the quarter ended June 30, 2002 of the
Company (the "Report") fully complies with the  requirements of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, and the material contained in the
Report fairly presents,  in all material respects,  the financial  condition and
results of operations of the Company.





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



                                February 26, 2003



<PAGE>





                                  End of Filing