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

                                   FORM 10-QSB

(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, 1999

                    ( ) 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                                             SEPTEMBER 30, 1999
                                                            --------
Common
Par value $0.001 per share     33,060,019

                                       1
<PAGE>


                                WATER CHEF, INC.

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

                                                                            PAGE

Item 1  Financial Statements:

          Balance Sheets as of September 30,1999
          and December 31, 1998.............................................3

          Statement of Operations for the three and nine months
          periods ended September 30, 1999 and 1998.........................4

          Statement of Stockholders' Deficit................................5

          Statements of Cash Flow for the nine month periods
          ended September  30, 1999 and 1998................................6

          Notes to Consolidated Financial Statements........................7

Item 2  Managements Discussion and Analysis of Results
        of Operations and Financial Condition...............................8


                           PART II - OTHER INFORMATION

Item 3  Exhibits and Reports on Form 8-K....................................9

Signatures..................................................................11




                                       2
<PAGE>


                                WATER CHEF, INC.

                                  Balance Sheet

                                                      September 30   December 31
                                                         1999           1998
                                                     ----------      ----------
                                                     (Unaudited)

                                     ASSETS

Current Assets:
         Cash                                     $         70     $      7,994
         Accounts receivable                            12,499            8,050
         Inventory                                     118,822          220,316
         Other current assets                             -               3,867
                                                  -------------    ------------
                  Total Current Assets                 131,391          240,227

Property Plant and Equipment                           262,708          279,045

Investment in joint venture                             71,163          125,941

Intangible and other assets                             48,896           52,967
                                                  ------------     ------------
                                                  $    514,158      $  698,180
                                                  ============     ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Notes payable                                    $3,672,530       $3,540,249
   Bank overdraft                                        3,616            -
   Accounts payable                                  1,097,815        1,105,197
   Accrued expenses                                    847,302          626,154
   Preferred dividends payable                         422,431          341,206
   Loans payable - shareholder                         169,413          169,413
                                                  ------------     ------------
                  TOTAL CURRENT LIABILITIES          6,213,107        5,782,219

Stockholders Deficit:
  Preferred stock, $.001 par value; 10,000,000 shares
  authorized; 8,082,166 shares issued and outstanding    8,082            8,082
  Common stock, $.001 par value; 40,000,000 shares
  authorized; 32,560,019 shares issued and outstanding  32,060           32,339
  Additional paid-in capital                         7,166,886        7,103,557
  Treasury stock; 4,400 common shares at cost           (5,768)          (5,768)
  ACCUMULATED DEFICIT                              (12,901,209)     (12,222,199)
                                                   ------------     -----------

TOTAL STOCKHOLDERS' DEFICIT                         (5,698,949)      (5,084,039)
                                                   ------------     -----------
                                                    $  514,158       $  698,180
                                                   ============     ============



                                        3

<PAGE>






                                WATER CHEF, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>

                                                    Three Months Ended September 30,  Nine Months Ended June 30,
                                                          1999             1998               1999               1998
                                                          ----             ----               ----               ----
<S>                                                 <C>               <C>               <C>               <C>
  Net Sales                                          $     79,384     $    85,170        $    312,587      $     196,155
                                                     ------------     -----------        ------------      -------------

Costs and Expenses:
         Cost of sales                                     57,424          57,234             154,131            124,004
         Selling, general and administrative              187,000         205,735             537,446            665,950
         Depreciation and amortization                      6,926          14,430              20,779             43,543
         Provision for inventory write-down                 -              31,250               -                 62,500
                                                     ------------     -----------        ------------      -------------
                                                          251,350         308,649             712,356            895,997
                                                     ------------     -----------        ------------      -------------

Loss Before Equity in Loss of Joint Venture              (171,966)       (223,479)           (309,499)          (699,842)

EQUITY IN LOSS OF JOINT VENTURE                           (22,885)       (228,800)            (54,778)           (70,400)
                                                     -------------    ------------        ------------      -------------

Net Loss From Operations                                 (194,851)          5,321            (445,277)          (770,242)

Other Income and Expense:
         Interest expense                                 (50,836)        (64,387)            (152,508)         (150,349)
         Preferred stock dividends                        (27,075)        (27,075)            (81,225)           (81,225)
                                                     -------------    ------------        ------------      -------------

Net Loss                                             $   (272,762)    $   (86,141)        $  (679,010)      $ (1,001,816)

Net Loss Per Common Share
         (basic and diluted)                         $     (0.008)    $    (0.002)        $    (0.021)      $     (0.028)

Weighted Average Common Shares
         Outstanding                                   33,135,019      37,493,724          32,793,748         36,198,538
                                                      ===========      ==========          ==========         ==========
</TABLE>




<PAGE>
<TABLE>

                                WATER CHEF, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT
                       For the Nine Months Ended September 30, 1999
                                   (Unaudited)





                                   Preferred Stock        Common Stock         Additional              Retained
                                   -----------------------------------          Paid-in    Treasury    Earnings
                                   Shares      Amt.      Shares      AMT.       Capital     Stock      (Deficit)          Total
                                   ------      ----      ------      ----       -------     -----      ---------          -----

<S>                              <C>          <C>       <C>         <C>       <C>         <C>         <C>              <C>

Balances at
  December 31, 1998               8,082,166   $8,082    32,339,015   $32,339   $7,103,507  $(5,768)   $(12,222,199)    $(5,084,039)

Common Stock Issues For:
  Services                                                 421,000       421       13,679                                  14,100
  Extinguishment of debt                                   300,000       300       49,700                                  50,000


Preferred stock dividend                                                                                   (81,225)       (81,225)
Net loss                                                                                                  (597,785)      (597,785)
                                 ---------   ------     ----------   -------   ----------  --------   -------------   ------------
Balance at September 30, 1999    8,082,166   $8,082     33,060,015   $33,060   $7,166,886  $(5,768)   $(12,901,209)   $(5,698,949)
</TABLE>








<PAGE>

<TABLE>



                                WATER CHEF, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)









                                                                              Six Months Ended September 30,
                                                                                  1999             1998
                                                                                  ----             ----
<S>                                                                          <C>              <C>


Cash Flows From Operating Activities:
   Net (loss)                                                                 $ (679,010)      $(1,001,816)

   Adjustments  to  reconcile  net  (loss)  earnings  to
   net cash  used in operating activities:
       Depreciation and amortization                                              20,780           43,562
       Issuance of shares for services                                            14,100             -
       Equity in loss of joint venture                                            54,778           70,400
  (Increase) decrease in operating liabilities:
       Accounts receivable                                                        (4,449)          84,659
       Inventory                                                                 101,494          168,470
       Prepaid expense                                                             3,867            2,826
       Deposits                                                                     (372)             -
  Increase (decrease) in operating liabilities:
       Accounts payable                                                           12,618          112,447
       Bank overdraft                                                              3,616             -
       Accrued liabilities                                                       221,148          229,211
       Accrued preferred stock dividends                                          81,225           81,225
                                                                                 --------        ---------
                           Net cash used in operating activities                (170,205)        (209,016)

Cash Flows From Investing Activities:
       Purchase of plant and equipment                                            -                (1,765)
                                                                                 --------        ---------

                           Net cash provided by financing activities                -              (1,765)
                                                                                 --------        ---------

Cash Flows From Financing Activities:
      Proceeds from sale of common stock                                            -             107,778
      Proceeds from notes payable                                                   -              50,000
      Principle payments on notes payable                                           -             (60,737)
      Increase in notes payable accrued interest                                 162,281          136,731
                                                                                 --------        ---------

                           Net cash provided by financing activities             162,281          233,772
                                                                                 --------        ---------

Net Increase In Cash                                                              (7,924)          22,991
Cash, Beginning of Period                                                          7,994            3,123
                                                                                 --------        ---------
Cash, End of Period                                                           $       70         $ 26,114
                                                                                 ========        =========
SUPPLEMENTAL DISCLOSURES OF NON CASH ACTIVITIES
         Common stock issued for services                                     $    14,100        $   -
                                                                                 ========        =========
         Common stock issued for debt                                         $    50,000        $  427,656
</TABLE>



<PAGE>




                                                                   7

                                WATER CHEF, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999

(1) The  accompanying  unaudited  consolidated  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 three month period ended June 30, 1999, are not  necessarily  indicative
of the operations  results that may be expected for the year ending December 31,
1999. These financial statements should be read in conjunction with the Company'
December 31, 1998 Form  10-KSB,  financial  statements  and  accompanying  notes
thereto.

Pursuant to a Merger  Agreement and Plan of  Reorganization  between the Company
and Water Chef-Nevada dated June 4, 1993 ("the  Agreement"),  the Company issued
3,800,000 shares of its common stock to Water  Chef-Nevada's three stockholders,
in exchange for all issued and  outstanding  common stock of Water  Chef-Nevada.
The common stock issued  represented 62% of the issued and outstanding shares of
its common stock after the merger.  In connection with this  transaction,  Water
Chef-Nevada's  officers and its director  became  officers and a director of the
Company.  This  resulted  in Water  Chef-Nevada's  officers  and  director,  and
directors appointed by Water Chef-Nevada,  controlling the Company's  day-to-day
operations.

In  accordance  with  Accounting  Principles  Board  Opinion  No.  16, the Water
Chef-Nevada  acquisition  has been accounted for as a reverse  acquisition.  The
historical  financial  statements  prior  to June 4,  1993  are  those  of Water
Chef-Nevada  (Water  Chef-Nevada was formed on January 25, 1993,  therefore,  no
financial  statements are presented prior to that date). For financial statement
presentation purposes, the Company is considered to be the predecessor.

(2) As of September 30, 1999, Inventories consist of the following:

                  Raw Material                                            30,106
                  FINISHED GOODS                                          88,715
                                                                        --------

                                                                      $  118,821


<PAGE>




                                                                   8

(3) In February 1994 the Company formed Tianjin Tahoe Cooler Co. LTD.  ("Tianjin
Tahoe") a joint  venture  with Tianjin  Electronics  and  Instrument  Import and
Export  Corporation  (TEIIEC") for the purpose of manufacturing  certain Company
designed water coolers in Tianjin, Peoples Republic of China. Water Chef own 55%
of the joint venture company.

(4) In December,  1995 the Company  issued one million shares of common stock to
acquire Natural Water Systems,  Inc. a company producing and marketing a variety
of water filters. Such activities were discontinued in 1997.

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

RESULTS OF OPERATIONS
---------------------

Net sales for the quarter ending September 30, 1999 were $79,384 compared to net
sales of $85,170  for the  quarter  ending  September  30,  1998,  a decrease of
$5,786, or 7%.

Net sales for the nine months ending  September 30, 1999 were $321,857  compared
to net sales of $196,155  for the first nine months of 1998,  for an increase of
$125,702, or 64%.

Cost of sales for the third  quarter 1999 was $57,424 as compared to $57,234 for
the third  quarter  1998.  Gross  margins for the third  quarter,  1999 were 28%
compared to 33% in the third quarter, 1998.

Selling,  general and  administrative  expenses for the quarter ending September
30,  1999 were  $187,000  compared to $205,735  in the third  quarter,  1998,  a
decrease of $18,735, or 9%.

The net loss from continuing operations in the quarter ending September 30, 1999
was $194,851  compared to a profit of $5,321 in the quarter ending September 30,
1998.  The 1998 period  included a profit from equity in the joint venture while
the 1999 period included a loss of $22,885.

For the first nine months of 1999,  the net loss was $678,010  compared to a net
loss of  $1,001,816  for the first nine months of 1998, a reduction of $322,806,
or 32%.

The  loss  reduction  is  primarily  due to  reduced  compensation  expense  and
consulting expense and gross margin improvement.

LIQUIDITY AND CAPITAL RESOURCES

At the end of third quarter,  1999, the Company had a  stockholders'  deficit of
$5,698,949 and a working capital deficit of $6,081,716.

Management  intends to  restructure  its existing  debt and to raise  additional
capital  through  future  issuances  of stock and/or  debentures  to finance the
growth of the Company


<PAGE>




                                                                  10

                           PART II - OTHER INFORMATION

ITEM 3. EXHIBITS AND REPORTS ON FORM  8-K

A.   Exhibits: Statement re: Computation of earnings per share           page 10

B.   Reports on Form 8-K




<PAGE>

                                    EXHIBIT 1

                                WATER CHEF, INC.

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNING

                               SEPTEMBER 30, 1999

Common and Common Equivalent shares outstanding beginning of period   33,060,019

EFFECT OF WEIGHTING SHARES ISSUED..................................       75,000
                                                                      ----------

WEIGHTED SHARES....................................................   33,135,019
                                                                      ==========

                The net loss per share was calculated as follows:

NET LOSS...........................................................   ($272,762)

WEIGHTED SHARES....................................................   33,135,019


                NET LOSS PER COMMON AND COMMON EQUIVALENT SHARES

NET LOSS PER SHARE.................................................($     0.008)





<PAGE>

















<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 hereunto duly authorized.

                                                   WATER CHEF, INC.

Date: March 10, 2000                               David A. Conway
                                                   President, Director and Chief
                                                   Executive Officer
                                                   (Principal Operating Officer)






      <PAGE>