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 June 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                                JUNE 30, 1999
                                          --------
Common
Par value $0.001 per share   33,060,019

                                       1
<PAGE>

                                WATER CHEF, INC.

                                   FORM 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

                                                                           PAGE

Item 1            Financial Statements:

                  Balance Sheets as of June 30,1999

                  and March 31, 1999......................................3

                  Statement of Operations for the three and six month

                  periods ended June 30, 1999 and 1998....................4

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

                  Statements of Cash Flow for the six month periods

                  ended June  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

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

                                     ASSETS

Current Assets:
   Cash                                       $         476        $      7,994
   Accounts receivable                               58,306               8,050
   Inventory                                        161,374             220,316
   Other current assets                               1,356               3,867
                                               ------------        ------------
                  Total Current Assets              221,612             240,227

Property Plant and Equipment                        268,154             279,045

Investment in joint venture                          94,048             125,941

Intangible and other assets                          50,005              52,967
                                               ------------        ------------
                                                   $633,719            $698,180

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Notes payable                                 $3,629,236          $3,540,249
   Bank overdraft                                     7,061              -
   Accounts payable                               1,092,347           1,105,197
   Accrued expenses                                 766,494             626,154
   Preferred dividends payable                      395,356             341,206
   Loans payable - shareholder                      169,413             169,413
                                               ------------        ------------
                  Total Current Liabilities       6,059,907           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;
   33,060,019 shares issued and outstanding          33,060              32,339
   Additional paid-in capital                     7,166,886           7,103,507
   Treasury stock; 4,400 common shares at cost       (5,768)             (5,768)
   Accumulated deficit                          (12,628,448)        (12,222,199)
                                               ------------        ------------
Total Stockholders' Deficit                      (5,426,188)         (5,084,039)
                                               ------------        ------------
                                                   $633,719         $698,180

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<PAGE>


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

                                                       Three Months Ended June 30,         Six Months Ended June 30,
                                                          1999             1998               1999               1998
                                                          ----             ----               ----               ----
<S>                                                 <C>               <C>               <C>               <C>
  Net Sales                                          $    139,140     $    61,632        $    242,473      $     110,985
                                                     ------------     -----------        ------------      -------------

Costs and Expenses:
         Cost of sales                                     44,355          27,990              96,707             66,769
         Selling, general and administrative              192,959         203,401             359,639            460,197
         Depreciation and amortization                      6,926          14,430              13,853             29,132
         Provision for inventory write-down                 -              31,250               -                 62,500
                                                     ------------     -----------        ------------      -------------
                                                          244,240         277,071             470,199            618,598
                                                     ------------     -----------        ------------      -------------

Loss Before Equity in Loss of Joint Venture              (105,100)       (215,439)           (227,726)          (507,613)

EQUITY IN LOSS OF JOINT VENTURE                           (17,305)        (60,500)            (31,893)          (299,200)
                                                     -------------    ------------        ------------      -------------

Net Loss From Operations                                 (122,405)       (275,939)           (259,619)          (806,813)

Other Income and Expense:
         Interest expense                                 (51,805)        (45,428)            (92,480)           (85,962)
         Preferred stock dividends                        (27,075)        (27,075)            (54,150)           (54,150)
                                                     -------------    ------------        ------------      -------------

Net Loss                                             $   (201,285)    $  (348,442)        $  (406,249)      $   (946,925)

Net Loss Per Common Share
         (basic and diluted)                         $     (0.006)    $    (0.010)        $    (0.012)      $     (0.027)

Weighted Average Common Shares
         Outstanding                                   32,717,433      35,964,472          32,620,285         35,540,212

</TABLE>


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<PAGE>



<TABLE>



                                WATER CHEF, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                                   (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                                                                                   (54,150)       (54,150)
Net loss                                                                                                  (352,099)      (352,099)
                                 ---------   ------     ----------   -------   ----------  --------   -------------   ------------
Balance at June 30, 1999         8,082,166   $8,082     33,060,015   $33,060   $7,166,886  $(5,768)   $(12,628,448)   $(5,426,188)
</TABLE>

                                       5
<PAGE>

<TABLE>



                                WATER CHEF, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)









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


Cash Flows From Operating Activities:
   Net (loss)                                                                 $ (406,249)      $ (946,925)

   Adjustments  to  reconcile  net  (loss)  earnings  to
   net cash  used in operating activities:
       Depreciation and amortization                                              13,853           29,132
       Issuance of shares for services                                            14,100             -
       Equity in loss of joint venture                                            31,893          299,200
  (Increase) decrease in operating liabilities:
       Accounts receivable                                                       (50,256)          48,632
       Inventory                                                                  58,942          112,125
       Prepaid expense                                                             2,511            1,884
  Increase (decrease) in operating liabilities:
       Accounts payable                                                            7,150          108,398
       Bank overdraft                                                              7,061             -
       Accrued liabilities                                                       140,340          145,227
       Accrued preferred stock dividends                                          54,150           54,150
                                                                                 --------        ---------
                           Net cash used in operating activities                (126,505)        (148,177)

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                                            -             170,778
      Proceeds from notes payable                                                   -              50,000
      Principle payments on notes payable                                           -             (50,000)
      Increase in notes payable accrued interest                                 118,987           78,445
                                                                                 --------        ---------

                           Net cash provided by financing activities             118,987          186,223
                                                                                 --------        ---------

Net Increase In Cash                                                              (7,518)          36,281
Cash, Beginning of Period                                                          7,994            3,123
                                                                                 --------        ---------
Cash, End of Period                                                           $      476         $ 39,404
                                                                                 ========        =========
SUPPLEMENTAL DISCLOSURES OF NON CASH ACTIVITIES
         Common stock issued for services                                     $    14,100        $   -
                                                                                 ========        =========
         Common stock issued for debt                                         $    50,000        $  232,656
</TABLE>

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<PAGE>


                                WATER CHEF, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                  JUNE 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 June 30, 1999, Inventories consist of the following:

                  Raw Material                                            21,413
                  FINISHED GOODS                                         139,961
                                                                         -------

                                                                      $  161,374
                                                                      ==========

(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.

                                       7
<PAGE>






(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 June 30,  1999 were  $139,140  compared to net
sales of  $61,632  for the  quarter  ended  June 30,  1998.  Revenues  increased
$77,508, or 126% over the earlier period.

Net sales for the six months ending June 30, 1999 were $242,473,  an increase of
$131,488, or 119%, over the $110,985 reported for the first six months of 1998.

Cost of sales for the second  quarter and first six months of 1999 were  $44,355
and $96,707 respectively, compared to $27,990 and $66,769 for the second quarter
and first six  months of 1998.  Gross  margins  for the first six months of 1999
were 60% compared to 40% in the year earlier period.

Selling,  general and  administrative  expenses for the quarter  ending June 30,
1999 were  $192,959  compared to $203,401 for the quarter ended June 30, 1998, a
decrease of $10,442, or 5%.

The net loss from  continuing  operations was $122,405 in second  quarter,  1999
compared  to a loss of  $275,939  in the second  quarter,  1998,  a decrease  of
$153,534,  or 56%. For the first six months,  1999 the loss from  operations was
$259,619 compared to $806,813 in the year earlier,  a reduction of $547,194,  or
68%.

The loss  reduction is primarily due to improved  overhead  absorption,  reduced
compensation expense and improved product mix.

LIQUIDITY AND CAPITAL RESOURCES

At the end of second quarter,  1999, the Company had a stockholders'  deficit of
$5,426,188 and a working capital deficit of $5,838,295.

In the second quarter,  1999,  management reached preliminary  agreement to sell
its  redundant  production  facility  and  opened  negotiations  with its  major
creditor  groups  to  restructure  their  debt.   Management  intends  to  raise
additional  capital  through  future  issuances  of stock and/or  debentures  to
finance the growth of the Company.


                                       8
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 3. EXHIBITS AND REPORTS ON FORM  8-K

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


B.   Reports on Form 8-K

                                       9
<PAGE>









                                    EXHIBIT 1

                                WATER CHEF, INC.

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNING

                                  JUNE 30, 1999

Common and Common Equivalent shares outstanding beginning of period...32,560,019

EFFECT OF WEIGHTING SHARES ISSUED........................................157,414

Weighted shares.......................................................32,717,433

                The net loss per share was calculated as follows:

Net loss..............................................................($201,285)

Weighted shares.......................................................32,717,433

                NET LOSS PER COMMON AND COMMON EQUIVALENT SHARES

Net loss per share....................................................($  0.006)

                                       10
<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:     March 10, 2000

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






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